10-K

As filed with the U.S. Securities and Exchange Commission on March 6, 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     .

Commission file number 1-12043

OPPENHEIMER HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	98-0080034
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

85 Broad Street, New York, NY	10004
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone number, including area code: (212) 668-8000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Class A non-voting common stock	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Title of class

Not Applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The aggregate market value of the voting stock of the Company held by non-affiliates of the Company cannot be calculated in a meaningful way because there is only limited trading in the class of voting stock of the Company. The aggregate market value of the Class A non-voting common stock held by non-affiliates of the Company at June 30, 2012 was $212.0 million based on the per share closing price of the Class A non-voting common stock on the New York Stock Exchange as at June 30, 2012 of $15.72.

The number of shares of the Company’s Class A non-voting common stock and Class B voting common stock (being the only classes of common stock of the Company) outstanding on February 28, 2013 was 13,508,318 and 99,680 shares, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

The Company’s definitive Proxy Statement for the 2013 Annual Meeting of Stockholders to be filed by the Company pursuant to Regulation 14A is incorporated into Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.

TABLE OF CONTENTS

Item Number		Page
PART 1
1.	Business		2
1A.	Risk Factors		18
1B.	Unresolved Staff Comments		34
2.	Properties		34
3.	Legal Proceedings		34
4.	Mine Safety Disclosures		41
PART II
5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		42
6.	Selected Financial Data		45
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		45
7A.	Quantitative and Qualitative Disclosures About Market Risk		67
8.	Financial Statements and Supplementary Data		71
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		136
9A.	Controls and Procedures		136
9B.	Other Information		137
PART III
10.	Directors, Executive Officers and Corporate Governance		138
11.	Executive Compensation		138
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		138
13.	Certain Relationships and Related Transactions and Director Independence		138
14.	Principal Accountant Fees and Services		139
PART IV
15.	Exhibits and Financial Statement Schedules		140
	Signatures		141

Throughout this annual report, we refer to Oppenheimer Holdings Inc., collectively with its subsidiaries, as the “Company.” We refer to the directly and indirectly owned subsidiaries of Oppenheimer Holdings Inc. collectively as the “Operating Subsidiaries.”

PART I

Item 1. BUSINESS

OVERVIEW

Oppenheimer Holdings Inc., through its Operating Subsidiaries, is a leading middle-market investment bank and full service broker-dealer. With roots tracing back to 1881, the Company is engaged in a broad range of activities in the securities industry, including retail securities brokerage, institutional sales and trading, investment banking (both corporate and public finance), research, market-making, trust services and investment advisory and asset management services. The Company owns, directly or through subsidiaries, Oppenheimer & Co. Inc. (“Oppenheimer”), a New York-based securities broker-dealer, Oppenheimer Asset Management (“OAM”), a New York-based investment advisor, Freedom Investments, Inc. (“Freedom”), a discount securities broker-dealer based in New Jersey, Oppenheimer Trust Company (“Oppenheimer Trust”), a New Jersey limited purpose bank, OPY Credit Corp., a New York corporation, organized to trade and clear syndicated corporate loans, and Oppenheimer Multifamily Housing & Healthcare Finance, Inc. (“OMHHF”), a Federal Housing Administration (“FHA”)-approved mortgage company based in Pennsylvania. The Company’s international businesses are carried on through Oppenheimer Europe Ltd. (formerly Oppenheimer E.U. Ltd.) (United Kingdom), Oppenheimer Investments Asia Ltd. (Hong Kong), and Oppenheimer Israel (OPCO) Ltd. (Israel).

Oppenheimer Holdings Inc. was originally incorporated under the laws of British Columbia. Pursuant to its Certificate and Articles of Incorporation, effective on May 11, 2005, the Company’s legal existence was continued under the Canada Business Corporations Act. Effective May 11, 2009, the Company changed its jurisdiction of incorporation from the federal jurisdiction of Canada to the State of Delaware in the United States with the approval of its shareholders.

PRIVATE CLIENT

Through its Private Client Division, Oppenheimer provides a comprehensive array of financial services through a network of approximately 1,406 financial advisers in 86 offices located throughout the United States and in two offices in Latin America through locally incorporated and independently owned businesses. Clients include high-net-worth individuals and families, corporate executives, and small and mid-sized businesses. Clients may choose a variety of ways to establish a relationship and conduct business including brokerage accounts with transaction-based pricing and/or investment advisory accounts with asset-based fee pricing. As of December 31, 2012, the Company held client assets under administration of approximately $80.3 billion. Oppenheimer provides the following private client services:

Full-Service Brokerage – Oppenheimer offers full-service brokerage covering a broad array of investment alternatives including exchange-traded and over-the-counter corporate equity and debt securities, money market instruments, exchange-traded options and futures contracts, municipal bonds, mutual funds, and unit investment trusts. A substantial portion of Oppenheimer’s revenue is derived from commissions from retail customers through accounts with transaction-based pricing. Brokerage commissions are charged on investment products in accordance with a schedule which Oppenheimer has formulated. Discounts are available to customers based on transaction size and volume.

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Wealth Planning – Oppenheimer also offers financial and wealth planning services which include individual and corporate retirement solutions, including insurance and annuities products, IRAs and 401(k) plans, U.S. stock plan services to corporate executives and businesses, education savings programs, and trust and fiduciary services to individual and corporate clients.

Margin Lending – Oppenheimer extends credit to its customers, collateralized by securities and cash in the customer’s account, for a portion of the purchase price, and receives income from interest charged on such extensions of credit. The customer is charged for such margin financing at interest rates derived from Oppenheimer’s “base” rate, as defined, as well as the brokers’ loan rate and LIBOR.

Securities Lending – In connection with both its trading and brokerage activities, Oppenheimer borrows securities to cover short sales and to complete transactions in which customers have failed to deliver securities by the required settlement date and lends securities to other brokers and dealers for similar purposes. Oppenheimer earns interest on its cash collateral provided and pays interest on the cash collateral received less a rebate earned for lending securities. In addition, to a limited extent, Oppenheimer acts as a “broker-finder” whereby it stands between two broker-dealers, borrowing securities from one and lending to the other for an interest rate spread (or profit).

Discount Brokerage – Through Freedom, Oppenheimer offers online equity investing and discount brokerage services to individual investors.

ASSET MANAGEMENT

The Company offers a wide range of investment advisory services to its retail and institutional clients through proprietary and third party distribution channels. Clients include high-net-worth individuals and families, foundations and endowments, and trust and pension funds. Asset management capabilities include equity, fixed income, large-cap balanced and alternative investments, which are offered through vehicles such as privately managed accounts, and retail and institutional separate accounts. At December 31, 2012, the Company had approximately $20.9 billion of client assets under management in fee-based programs. The Company’s asset management services include:

Separate Managed Accounts – The Company provides clients with two wrap fee-based programs: (i) Investment Advisory Services through which clients may select among those managers approved by the Company and (ii) Strategic Asset Review through which clients may select among those managers reviewed and recommended by the Company and those outside of the Company’s approved list of managers.

Other Managed Accounts – The Company offers a long-term strategic asset allocation program, Portfolio Advisory Services, in which clients select among mutual funds approved by the Company.

Oppenheimer Investment Advisory Services – Oppenheimer Investment Advisors offers internal portfolio managers servicing high-net-worth individuals, retirement plans, endowments, foundations and trusts using equity and fixed income strategies.

Discretionary Portfolio Management – Through its Omega, Fahnestock Asset Management, and the Alpha program, Oppenheimer offers discretionary investment management wrap programs managed by Oppenheimer advisors with a client-focused approach to money management, servicing high-net-worth individuals and families, endowments and foundations and institutions.

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Fee-Based Non-Discretionary Accounts – Under Oppenheimer’s Preference Program, Oppenheimer provides non-discretionary investment advisory services to high-net-worth individuals and families who pay an advisory fee on a quarterly basis with no commissions or additional charges for transactions. The program includes features such as initial portfolio consultation, quarterly performance reporting and periodic consultation.

Institutional Investment Management – Oppenheimer Investment Management (“OIM”) provides fixed income management and solutions to institutional investors including: Taft-Hartley funds, public pension funds, corporate pension funds, and foundations and endowments.

Alternative Investments – The Company offers high-net-worth and institutional investors the opportunity to participate in a wide range of non-traditional investment strategies. Strategies include single manager hedge funds, fund of funds and private equity vehicles. For proprietary funds, the Company, through its subsidiaries, acts as general partner in these investments and typically earns 1% to 2% per year in management fees and 20% performance (or incentive) fees. The fees which the Company receives are shared in a pre-determined manner with the portfolio manager.

CAPITAL MARKETS

Investment Banking

Oppenheimer employs approximately 100 investment banking professionals throughout the United States and in the United Kingdom, Israel and Asia. Our investment banking department provides strategic advisory services and capital markets products to emerging growth and middle market businesses. The investment banking business has industry coverage groups that focus on each of consumer and business services, energy, real estate, financial institutions, healthcare, industrial growth and services, media and entertainment, technology and telecom. Oppenheimer’s industry groups serve their clients by working with colleagues in each of the relevant product groups including Mergers and Acquisitions, Leveraged Finance, Equity Capital Markets and Restructuring. Oppenheimer has extensive experience working with financial sponsors and maintains a dedicated Financial Sponsor group.

Financial Advisory – Oppenheimer advises buyers and sellers on sales, divestitures, mergers, acquisitions, tender offers, privatizations, restructurings, spin-offs and joint ventures. With experience facilitating and financing acquisitions and recapitalizations, Oppenheimer executes both buy-side and sell-side mandates. Oppenheimer provides dedicated senior banker focus to clients throughout the financial advisory process, which leverages Oppenheimer’s industry knowledge, extensive relationships, and capital markets expertise.

Equities Underwriting – Oppenheimer provides capital raising solutions for corporate clients through initial public offerings, follow-on offerings, equity-linked offerings, private investments in public entities, and private placements. Oppenheimer focuses on emerging companies in growth industries, including consumer and business services, energy, financial institutions, healthcare, industrial growth and services, media and entertainment, technology and telecom.

Debt Underwriting – Oppenheimer offers a full range of debt financing for emerging growth and middle market companies and financial sponsors. Oppenheimer focuses on structuring and distributing public and private debt in leveraged finance transactions, including leveraged buyouts, acquisitions, growth capital financings, recapitalizations and Chapter 11 exit financings. Oppenheimer specializes in high yield debt and fixed and floating-rate senior and subordinated debt offerings. Oppenheimer recently began advising on bond financing alternatives for both sovereign and corporate emerging market issuers.

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EQUITIES CAPITAL MARKETS

Institutional Equity Sales and Trading – Oppenheimer provides equity market execution and market making services in all major U.S. exchanges and alternative execution venues, capital markets/origination, risk arbitrage, statistical arbitrage, special situations, pair trades, relative value, and portfolio and electronic trading. In addition, Oppenheimer offers a suite of quantitative and algorithmic trading solutions as well as access to liquidity in order to access the global markets. Oppenheimer’s clients include domestic and international investors such as investment advisors, banks, mutual funds, insurance companies, hedge funds, and pension and profit sharing plans. These investors normally purchase and sell securities in block transactions, the execution of which requires focused marketing and trading expertise. Oppenheimer believes that its institutional customers are attracted by the quality of its execution (measured by volume, timing and price) and its competitive commission rates, which are negotiated on the basis of market conditions, the size of the particular transaction and other factors.

Equity Research – Oppenheimer employs over 34 senior analysts covering approximately 600 equity securities worldwide, and over 120 dedicated equity research sales professionals. Oppenheimer provides regular research reports, notes and earnings updates and sponsors numerous research conferences where the management of covered companies can meet with investors in a group format as well as in one-on-one meetings. Oppenheimer also arranges for company managements to meet with interested investors through arranged meetings wherein the management representatives travel to various sites to meet with Oppenheimer representatives and with investors. Oppenheimer’s analysts use a variety of quantitative and qualitative tools, integrating field analysis, proprietary channel checks and ongoing dialogue with the managements of the companies they cover in order to produce reports and studies on individual companies and industry developments. In addition to providing fundamental analysis, the Company also provides technical analysis.

Equity, Debt and Index Options – Oppenheimer offers extensive equity and index options for investors seeking to manage risk and optimize returns within the equities market. Oppenheimer’s experienced professionals have expertise in listed and over-the-counter transactions and products. In addition, the Company focuses on serving the diverse needs of its institutional, corporate and private client base across multiple product lines, offering listed and OTC options.

Convertible Bonds – Oppenheimer commits dedicated personnel to serve the convertible markets, offering expertise in the sales, trading and analysis of U.S. domestic and international convertible bonds, convertible preferred shares, warrants and structured products, with a focus on minimizing transaction costs and maximizing liquidity. In addition Oppenheimer offers hedged (typically long convertible bonds and short equities) positions to its clients on an integrated trade basis.

Event Driven Sales and Trading – Oppenheimer has a dedicated team focused on providing specialized advice and trade execution expertise to institutional clients with an interest in investment strategies such as: Merger Arbitrage; Dutch tender offers; Splits and Spin-offs; and Recapitalizations and Corporate Reorganizations.

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DEBT CAPITAL MARKETS

Fixed Income Sales & Trading

Fixed Income – Oppenheimer trades non-investment grade public and private debt securities, mortgage-backed securities, sovereign and corporate debt of industrialized and emerging market countries and distressed securities both for its own account as well as for institutional clients qualified to sustain the risks associated with such securities. Oppenheimer also publishes research with respect to a number of such securities. Risk of loss upon default by the borrower is significantly greater with respect to unrated or less than investment grade corporate debt securities than with other corporate debt securities. These securities are generally unsecured and are often subordinated to other creditors of the issuer. These issuers usually have high levels of indebtedness and are more sensitive to adverse economic conditions, such as recession or increasing interest rates, than are investment grade issuers. There is a limited market for some of these securities and market quotes are available only from a small number of dealers. Oppenheimer also offers trading and a high degree of sales support in highly rated (“high grade”) corporate bonds, mortgage-backed securities, government and agency bonds and the sovereign and corporate debt of industrialized and emerging market countries, which may be denominated in currencies other than U.S. dollars. Since June 2009, Oppenheimer has participated in auctions for U.S. Government securities conducted by the Federal Reserve Bank of New York on behalf of the U.S. Treasury.

Fixed Income Research – Oppenheimer has a total of 8 fixed income research professionals. There are 4 dedicated analysts covering over 250 companies in the high yield bond and leveraged loan sectors. Oppenheimer’s fixed income research supports its investment banking and sales and trading activities. Its research is designed to identify debt issues that provide a combination of high yield plus capital appreciation over the short to medium term. There is 1 emerging market fixed income research analyst covering investment grade and high yield corporate issuers domiciled in Latin America. There is 1 special situations fixed income analyst in London focused on a variety of European-based investment grade and high yield issuers. In addition, Oppenheimer employs 1 bank strategist, focused on portfolio strategy for financial institutions and depositories. The approach is client centric, incorporating both an understanding of the operating position, risk profile and policy constraints of the client, as well as the efficient market execution of a particular strategy. In providing strategy-based services and ideas, the group utilizes a wide range of sophisticated, state-of-the-art financial models as well as comprehensive portfolio analytics. There is 1 Mortgage Backed Securities analyst focused on the detailed analysis of individual agency and non-agency Mortgage Backed Securities.

Public Finance – Oppenheimer’s public finance department advises and raises capital for state and local governments, public agencies, private developers and other borrowers. The group assists its clients by developing and executing capital financing plans that meet our clients’ objectives and by maintaining strong national institutional and retail securities distribution capabilities. Public finance bankers have expertise in specific areas, including local governments and municipalities, primary and secondary schools, post secondary and private schools, state and local transportation entities, health care institutions, senior-living facilities, public utility providers and project financing.

Municipal Trading – Oppenheimer has municipal trading desks located throughout the country that serve retail financial advisers within their regions as well as mid-tier and national institutional accounts. Oppenheimer also assists in underwriting municipal securities originated by its Public Finance Department. These desks serve Oppenheimer’s financial advisers in supporting their high net worth clients’ needs for taxable and non-taxable municipal securities.

PROPRIETARY TRADING

In the regular course of its business, Oppenheimer takes securities positions as a market maker and/or principal to facilitate customer transactions and for investment purposes. In making markets and when trading for its own account, Oppenheimer exposes its own capital to the risk of fluctuations in market value. In 2010, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) that proposes to prohibit proprietary trading by certain financial institutions (the Volcker Rule) except where facilitating customer trades. The Company does not believe that this legislation will affect its business or operations as the proposals appear to apply to banks and other subsidiaries of bank holding companies only.

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Equities – Oppenheimer acts as both principal and agent in the execution of its customers’ orders. Oppenheimer buys, sells and maintains an inventory of a security in order to “make a market” in that security. In executing customer orders for securities in which it does not make a market, Oppenheimer generally charges a commission and acts as agent, or will act as principal by marking the security up or down in a riskless transaction. However, when an order is in a security in which Oppenheimer makes a market, Oppenheimer normally acts as principal and purchases from or sells to its brokerage customers at a price which is approximately equal to the current inter-dealer market price plus or minus a mark-up or mark-down. The stocks in which Oppenheimer makes a market may also include those of issuers which are followed by Oppenheimer’s research department.

Fixed Income – Oppenheimer trades and holds positions in public and private debt securities, including non-investment grade and distressed corporate securities as well as municipal securities. There may be a limited market for some of these securities and market quotes may be available from only a small number of dealers or inter-dealer brokers. While Oppenheimer normally holds such securities for a short period of time in order to facilitate client transactions, there is a risk of loss upon default by the borrower. These issuers may have high levels of indebtedness and be sensitive to adverse economic conditions, such as recession or increasing interest rates. The Company has made a determination for the short to intermediate term to refrain from positioning fixed income securities issued by European sovereign states or their agencies until prevailing conditions stabilize and improve. As of December 31, 2012, the Company did not have any exposure to European sovereign debt.

Through the use of securities sold under agreements to repurchase (“repurchase agreements”) and securities purchased under agreements to resell (“reverse repurchase agreements’), the Company acts as an intermediary between borrowers and lenders of short-term funds and provides funding for various inventory positions.

Proprietary Trading and Investment Activities – Oppenheimer holds positions in its trading accounts in securities in which it does not make a market and may engage from time to time in other types of principal transactions in securities. Oppenheimer has several trading departments including: a convertible bond department, a risk arbitrage department, a corporate bond dealer department, a municipal bond department, a government/mortgage backed securities department, and a department that underwrites and trades U.S. government agency issues, taxable corporate bonds, preferred shares, unit investment trusts and short term debt instruments. These departments continually purchase and sell securities and make markets in order to make a profit on the inter-dealer spread or to profit from investment. Although Oppenheimer from time to time holds an inventory of securities, more typically, it seeks to match customer buy and sell orders. In addition, Oppenheimer or OAM holds proprietary positions in equity or fixed income securities in which it may not act as a dealer.

The size of its securities positions vary substantially based upon economic and market conditions, allocations of capital, underwriting commitments and trading volume. Also, the aggregate value of inventories of securities which Oppenheimer may carry is limited by the Net Capital Rule. See “Regulatory Capital Requirements”, below and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”

The Company, through its subsidiaries, holds investments as general partner in a range of investment partnerships (hedge funds, fund of funds, private equity partnerships and real estate partnerships) which are offered to Oppenheimer hedge fund-qualified clients and on a limited basis to qualified clients of other broker-dealers.

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OPY CREDIT CORP.

Through OPY Credit Corp., the Company utilized a warehouse facility provided by CIBC World Markets Corp. (“CIBC”), to extend financing commitments to third party borrowers identified by the Company. As of December 31, 2012, the Company utilized $nil ($65.9 million as of December 31, 2011) under such warehouse facility and had $nil in Excess Retention ($nil as of December 31, 2011). This warehouse arrangement terminated on July 15, 2012. However, the Company will remain contingently liable for some minimal expenses in relation to this facility related to commitments made by CIBC to borrowers introduced by the Company until such borrowings are repaid by the borrower or until 2016, whichever is the sooner to occur. All such owed amounts will continue to be reflected in the Company’s consolidated statement of operations as incurred.

The Company reached an agreement with RBS Citizens, NA (“Citizens”) that was announced in July 2012, whereby the Company, through OPY Credit Corp., will introduce lending opportunities to Citizens, which Citizens can elect to accept and in which the Company will participate in the fees earned from any related commitment by Citizens. The Company can also in certain circumstances assume a portion of Citizen’s syndication and lending risk under such loans, and if it does so it shall be obligated to secure such obligations via a cash deposit determined through risk based formulas. Neither the Company nor Citizens is obligated to make any specific loan or to commit any minimum amount of lending capacity to the relationship. The agreement also calls for Citizens and the Company at their option to jointly participate in the arrangement of various loan syndications. At December 31, 2012, there were no loans in place.

OPPENHEIMER TRUST COMPANY

Oppenheimer Trust offers a wide variety of trust services to clients of Oppenheimer. This includes custody services, advisory services and specialized servicing options for clients. At December 31, 2012, Oppenheimer Trust held custodial assets of approximately $2.2 billion. See “Other Requirements” below.

OPPENHEIMER MULTIFAMILY HOUSING & HEALTHCARE FINANCE, INC.

OMHHF is an FHA-approved mortgage originator and servicing company offering a variety of mortgage services to developers of commercial properties including apartments satisfying FHA criteria, elderly housing and nursing homes. OMHHF also maintains a mortgage servicing portfolio in which it collects mortgage payments from mortgagees and passes these payments on to mortgage holders, charging a fee for its services. The servicing portfolio represented $3.4 billion in outstanding principal amount at December 31, 2012.

ADMINISTRATION AND OPERATIONS

Administration and operations personnel are responsible for the processing of securities transactions; the receipt, identification and delivery of funds and securities; the maintenance of internal financial controls; accounting functions; custody of customers’ securities; the handling of margin accounts for Oppenheimer and its correspondents; and general office services.

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Oppenheimer executes its own and certain of its correspondents’ securities transactions on all United States exchanges as well as many non-U.S. exchanges and in the over-the-counter market. Oppenheimer clears all of its securities transactions (i.e., it delivers securities that it has sold, receives securities that it has purchased and transfers related funds) through its own facilities and through memberships in various clearing corporations and custodian banks in the United States. For transactions executed in local markets in Europe and Asia, Oppenheimer uses BNP Paribas Securities Services for execution, clearing, and settlement on an introduced basis. Oppenheimer has recently introduced a multi-currency platform which enables it to facilitate client trades in securities denominated in foreign currencies. Oppenheimer is also a futures commission merchant and clears commodities transactions on a number of commodities exchanges for its clients that trade commodities through a correspondent firm on an omnibus basis.

EMPLOYEES

At December 31, 2012, the Company employed 3,521 employees (3,445 full time and 76 part time), of whom approximately 1,406 were financial advisers.

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COMPETITION

Oppenheimer encounters intense competition in all aspects of the securities business and competes directly with other securities firms, a significant number of which have substantially greater resources and offer a wider range of financial services. In addition, there has been increasing competition from other sources, such as commercial banks, insurance companies and certain major corporations that have entered the securities industry through acquisition, and from other entities. Additionally, foreign-based securities firms and commercial banks regularly offer their services in performing a variety of investment banking functions including: mergers and acquisitions advice, leveraged buy-out financing, merchant banking, and bridge financing, all in direct competition with U.S. broker-dealers.

During the recent financial crisis and currently, several key market events drastically altered the landscape for financial institutions. Voluntary and involuntary consolidations among, and government assistance provided to, U.S. financial institutions has led to a greater concentration of capital and market share among large financial institutions. This, coupled with the ability of these financial institutions to finance their securities businesses with capital from other businesses, such as commercial banking deposits, as well as such institutions deriving an aura of stability in the mind of the public (“too big to fail”), may put the Company at a significant competitive disadvantage.

The Company believes that the principal factors affecting competition in the securities and investment banking industries are the quality and ability of professional personnel and relative prices of services and products offered. In some instances, competition within the industry can be impacted by the credit ratings assigned to the firm offering services when potential clients are making a determination of acceptable counterparties. The ability of securities industry participants to offer credit facilities to potential investment banking clients may affect the assignment of individual transactions. The Company’s ability to compete depends substantially on its ability to attract and retain qualified employees while managing compensation and other costs. Oppenheimer and its competitors employ advertising and direct solicitation of potential customers in order to increase business and furnish investment research publications in an effort to retain existing and attract potential clients. Many of Oppenheimer’s competitors engage in these programs more extensively than Oppenheimer.

BUSINESS CONTINUITY PLAN

The Company has a business continuity plan in place which is designed to enable it to continue to operate and provide services to its clients under a variety of circumstances in which one or more events may make one or more firm operating locations unavailable due to a local, regional or national emergency, or due to the failure of one or more systems that the Company relies upon to provide the services that it routinely provides to its clients, employees and various business partners and counterparties. The plan covers all business areas of the Company and provides contingency plans for technology, staffing, equipment, and communication to employees, clients and counterparties. While the plan is intended to address many types of business continuity issues, there could be certain occurrences, which by their very nature are unpredictable, that can occur in a manner that is outside of our planning guidelines and could render the Company’s estimates of timing for recovery inaccurate. Under all circumstances, it is the Company’s intention to remain in business and to provide ongoing investment services as if no disruption had occurred.

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Oppenheimer maintains its headquarters and principal operating locations in New York City. In order to provide continuity for these services, the Company operates a primary data center as well as maintains back-up facilities (information technology, operations and data processing) in sites with requisite communications back-up systems. These facilities are maintained in multiple locations and, in addition, the Company occupies significant office facilities in locations around the United States which could, in an emergency, house dislocated staff members for a short or intermediate time frame. Oppenheimer relies on public utilities for power and phone services, industry specific entities for ultimate custody of client securities and market operations, and various industry vendors for services that are significant and important to our business for the execution, clearance and custody of client holdings, for the pricing and valuing of client holdings, and for permitting our Company’s employees to communicate on an efficient basis. All of these service providers have assured the Company that they have made plans for providing continued service in the case of an unexpected event that might disrupt their services.

The fourth quarter of 2012 was impacted by Superstorm Sandy which occurred on October 29^th causing the Company to vacate its two principal offices in downtown Manhattan and displaced 800 of the Company’s employees including substantially all of its capital markets, operations and headquarters staff for in excess of 30 days. During the displacement period the Company successfully implemented its business continuity plan by relocating personnel from both of its downtown Manhattan locations into other branch offices and back-up facilities in the region. Other than the closure of the financial markets for two business days, the Company was able to successfully clear and settle open trades that took place prior to the storm and to get its trading, operations, technology, and other support functions mobilized to process business once the financial markets reopened. The Company has since returned to both of its downtown locations, one of which is still operating under generator power. There can be no certainty that the availability of independent generators will under all circumstances provide business continuity to the Company. As a result of the dislocation, the Company received rent abatement credits of $1.7 million for its two downtown buildings and incurred rent and other costs of approximately $500,000 to accommodate displaced employees.

REGULATION

Self-Regulatory Organization Membership–Oppenheimer is a member firm of the following self-regulatory organizations (“SROs”): the Financial Industry Regulatory Authority (“FINRA”), the Intercontinental Exchange, Inc., known as ICE Futures U.S., and the National Futures Association. In addition, Oppenheimer has satisfied the requirements of the Municipal Securities Rulemaking Board (“MSRB”) for effecting customer transactions in municipal securities. Freedom is a member of FINRA. Oppenheimer Europe Ltd. (formerly called Oppenheimer E.U. Ltd.) is regulated by the Financial Services Authority in the United Kingdom. Oppenheimer Investments Asia Ltd. is regulated by the Securities and Futures Commission in Hong Kong. Oppenheimer is also a member of the Securities Industry and Financial Markets Association (“SIFMA”), a non-profit organization that represents the shared interests of participants in the global financial markets. The Company has access to a number of regional and national markets and is required to adhere to their applicable rules and regulations.

Securities Regulation–The securities industry in the United States is subject to extensive regulation under both federal and state laws. The Securities and Exchange Commission (“SEC”) is the Federal agency charged with administration of the Federal securities laws. Much of the regulation of broker-dealers has been delegated to SROs such as FINRA and the National Futures Association. FINRA has been designated as the primary regulator of Oppenheimer and Freedom with respect to securities and option trading activities and the National Futures Association has been designated as Oppenheimer’s primary regulator with respect to commodities activities. SROs adopt rules (subject to approval by the SEC or the Commodities Futures Trading Commission (“CFTC”), as the case may be) governing the industry and conduct periodic examinations of Oppenheimer’s and Freedom’s operations. Securities firms are also subject to regulation by state securities commissions in the states in which they do business. Oppenheimer and Freedom are each registered as a broker-dealer in the 50 states and the District of Columbia and Puerto Rico.

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Broker-dealer Regulation–The regulations to which broker-dealers are subject cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, the use and safekeeping of customers’ funds and securities, capital structure of securities firms, record keeping and the conduct of directors, officers and employees. The SEC has adopted rules requiring underwriters to ensure that municipal securities issuers provide current financial information and imposing limitations on political contributions to municipal issuers by brokers, dealers and other municipal finance professionals. Additional legislation, changes in rules promulgated by the SEC, the CFTC and by SROs, or changes in the interpretation or enforcement of existing laws and rules may directly affect the method of operation and profitability of broker-dealers. The SEC, SROs (including FINRA) and state securities commissions may conduct administrative proceedings which can result in censure, fine, issuance of cease and desist orders or suspension or expulsion of a broker-dealer, its officers, or employees. These administrative proceedings, whether or not resulting in adverse findings, can require substantial expenditures of time and money and can have an adverse impact on the reputation of a broker-dealer. The principal purpose of regulating and disciplining broker-dealers is to protect customers and the securities markets rather than to protect creditors and shareholders.

Regulation NMS and Regulation SHO have substantially affected the trading of equity securities. These regulations were intended to increase transparency in the markets and have acted to further reduce spreads and, with competition from electronic marketplaces, to reduce commission rates paid by institutional investors.

Oppenheimer, and certain of its affiliates, are also subject to regulation by the SEC and under certain state laws in connection with its business as an investment advisor and its research department activities.

The SEC has passed a requirement for custodians of securities on behalf of investment advisors, such as the Company, to be subject to an annual “surprise” examination of custodian assets and to deliver a control report to its clients, issued by a qualified accounting firm, describing its processes and controls affecting custody operations, which report was issued by the Company for the first time on September 12, 2010. The Company’s most recent report was timely filed on December 21, 2012.

Margin lending by Oppenheimer is subject to the margin rules of the Board of Governors of the Federal Reserve System and FINRA. Under such rules, Oppenheimer is limited in the amount it may lend in connection with certain purchases of securities and is also required to impose certain maintenance requirements on the amount of securities and cash held in margin accounts. In addition, Oppenheimer may (and currently does) impose more restrictive margin requirements than required by such rules.

The Sarbanes-Oxley Act of 2002 effected significant changes to corporate governance, auditing requirements and corporate reporting. This law generally applies to all companies, including the Company, with equity or debt securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has taken numerous actions, and incurred substantial expenses, since the passage of the legislation to comply with the Sarbanes-Oxley Act, related regulations promulgated by the SEC and other corporate governance requirements of the NYSE. Management has determined that the Company’s internal control over financial reporting as of December 31, 2012 was effective. See Item 8 under the caption “Management’s Report on Internal Control over Financial Reporting”.

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In July 2010, Congress enacted extensive legislation entitled the Dodd-Frank Wall Street Reform and Consumer Protection Act in which it mandated that the SEC and other regulators conduct comprehensive studies and issue new regulations based on their findings to control and monitor the activities of financial institutions in order to protect the financial system, the investing public and consumers from issues and failures that occurred in the recent financial crisis. All the relevant studies have not yet been completed, but they are widely expected to extensively impact the regulation and practices of financial institutions including the Company. The changes are likely to significantly reduce leverage available to financial institutions and to increase transparency to regulators and investors of risks taken by such institutions. It is impossible to presently predict the nature of such rulemaking, although proposals being considered in the U.S. and Europe would possibly create a new regulator for certain activities, regulate and/or prohibit proprietary trading for certain deposit taking institutions (the “Volcker Rule”), control the amount and timing of compensation to “highly paid” employees, create new regulations around financial transactions with consumers requiring the adoption of a uniform fiduciary standard of care of broker-dealers and investment advisers providing personalized investment advice about securities to retail customers, and increase the disclosures provided to clients, and create a tax on securities transactions. In December 2012, France began applying a .2% transaction tax on financial transactions in American Depository Receipts of French companies that trade on U.S. exchanges. Italy is expected to implement its own transaction tax on financial transactions in March 2013. The European Markets are attempting to enact a transaction tax on financial transactions that would be imposed on all financial transactions originating in the Euro zone. If and when enacted, such regulations will likely increase compliance costs and reduce returns earned by financial service providers and intensify compliance overall. It is difficult to predict the nature of the final regulations and their impact on the business of the Company. The impact of any of, or more than one of, the foregoing could have a material adverse affect on our business, financial condition and results of operations.

Trust Company Regulation – Oppenheimer Trust is a limited purpose trust company organized under the laws of New Jersey and is regulated by the New Jersey Department of Banking and Insurance.

REGULATORY CAPITAL REQUIREMENTS

As registered broker-dealers and member firms regulated by FINRA, Oppenheimer and Freedom are subject to certain net capital requirements pursuant to Rule 15c3-1 (the “Net Capital Rule”) promulgated under the Exchange Act. The Net Capital Rule, which specifies minimum net capital requirements for registered brokers and dealers, is designed to measure the general financial integrity and liquidity of a broker-dealer and requires that at least a minimum part of its assets be kept in relatively liquid form.

Oppenheimer elects to compute net capital under an alternative method of calculation permitted by the Net Capital Rule. (Freedom computes net capital under the basic formula as provided by the Net Capital Rule.) Under this alternative method, Oppenheimer is required to maintain a minimum “net capital”, as defined in the Net Capital Rule, at least equal to 2% of the amount of its “aggregate debit items” computed in accordance with the Formula for Determination of Reserve Requirements for Brokers and Dealers (Exhibit A to Rule 15c3-3 under the Exchange Act) or $1.5 million, whichever is greater. “Aggregate debit items” are assets that have as their source transactions with customers, primarily margin loans. Failure to maintain the required net capital may subject a firm to suspension or expulsion by FINRA, the SEC and other regulatory bodies and ultimately may require its liquidation. The Net Capital Rule also prohibits payments of dividends, redemption of stock and the prepayment of subordinated indebtedness if net capital thereafter would be less than 5% of aggregate debit items (or 7% of the funds required to be segregated pursuant to the Commodity Exchange Act and the regulations thereunder, if greater) and payments in respect of principal of subordinated indebtedness if net capital thereafter would be less than 5% of aggregate debit items (or 6% of the funds required to be segregated pursuant to the Commodity Exchange Act and the regulations thereunder, if greater). The Net Capital Rule also provides that the total outstanding principal amounts of a broker-dealer’s indebtedness under certain subordination agreements (the proceeds of which are included in its net capital) may not exceed 70% of the sum of the outstanding principal amounts of all subordinated indebtedness included in net capital, par or stated value of capital stock, paid in capital in excess of par, retained earnings and other capital accounts for a period in excess of 90 days.

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Net capital is essentially defined in the Net Capital Rule as net worth (assets minus liabilities), plus qualifying subordinated borrowings minus certain mandatory deductions that result from excluding assets that are not readily convertible into cash and deductions for certain operating charges. The Net Capital Rule values certain other assets, such as a firm’s positions in securities, conservatively. Among these deductions are adjustments (called “haircuts”) in the market value of securities to reflect the possibility of a market decline prior to disposition.

Compliance with the Net Capital Rule could limit those operations of the brokerage subsidiaries of the Company that require the intensive use of capital, such as underwriting and trading activities and the financing of customer account balances, and also could restrict the Company’s ability to withdraw capital from its brokerage subsidiaries, which in turn could limit the Company’s ability to pay dividends, repay debt and redeem or purchase shares of its outstanding capital stock. Under the Net Capital Rule, broker-dealers are required to maintain certain records and provide the SEC with quarterly reports with respect to, among other things, significant movements of capital, including transfers to a holding company parent or other affiliate. The SEC and/or SROs may in certain circumstances restrict the Company’s brokerage subsidiaries’ ability to withdraw excess net capital and transfer it to the Company or to other Operating Subsidiaries or to expand the Company’s business.

On January 31, 2013, a FINRA arbitration panel rendered a decision in the previously disclosed U.S. Airways case, filed in February 2009, resulting in an award against Oppenheimer, in the amount of $30 million including interest and costs on a claim of approximately $140 million (adjusted down from $253 million). The effect of the award resulted in a fourth quarter after-tax charge of $17.9 million. Oppenheimer Holdings Inc., the ultimate parent of Oppenheimer, has contributed capital into Oppenheimer in an amount equal to the net after tax effect of the award. Accordingly, the Net Capital of Oppenheimer did not change as a result of the award.

Oppenheimer Europe Ltd. (formerly called Oppenheimer E.U. Ltd.) is authorized by the Financial Services Authority (“FSA”) of the United Kingdom to provide investment services under the Markets of Financial Instruments Directive (“MiFID”). Under its current status, Oppenheimer Europe Ltd.’s capital resource requirement is the higher of the base capital resource requirement (€50,000), or the sum of the credit risk capital and the market risk capital requirements, or the fixed overheads requirement, which is equal to 25% of the firm’s relevant fixed expenditures as defined by the FSA.

On February 12, 2010, Oppenheimer Investments Asia Ltd. was approved by the Hong Kong Securities and Futures Commission to place securities of U.S. listed companies with institutional clients and to provide corporate finance advisory services to Hong Kong institutional clients. Oppenheimer Investments Asia Ltd. is required to maintain Required Liquid Capital of the greater of HKD $3,000,000 or 5% of Adjusted Liabilities as defined by the Hong Kong Securities and Futures Financial Resources Rules.

See note 14 to the consolidated financial statements for the year ended December 31, 2012 appearing in Item 8 for further information on the Company’s regulatory capital requirements.

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OTHER REQUIREMENTS

Notes

On April 12, 2011, the Company completed the private placement of $200.0 million in aggregate principal amount of 8.75 percent Senior Secured Notes due April 15, 2018 at par (the “Notes”). The interest on the Notes is payable semi-annually on April 15^th and October 15^th. Proceeds from the private placement were used to retire the Senior Secured Credit Note due 2013 ($22.4 million) and the Subordinated Note due 2014 ($100.0 million) and for other general corporate purposes. The private placement resulted in the fixing of the interest rate over the term of the Notes compared to the variable rate debt that was retired and an extension of the debt maturity dates as described above. The cost to issue the Notes was approximately $4.6 million which was capitalized in the second quarter of 2011 and will be amortized over the period of the Notes. The Company wrote off $344,000 in unamortized debt issuance costs related to the Senior Secured Credit Note during the second quarter of 2011. Additionally, as a result of the retirement of the Subordinated Note, the effective portion of the net loss of $1.3 million related to the interest rate cap cash flow hedge was reclassified from accumulated other comprehensive income (loss) on the consolidated balance sheet to interest expense in the consolidated statement of operations during the second quarter of 2011.

The indenture for the Notes contains covenants which place restrictions on the incurrence of indebtedness, the payment of dividends, sale of assets, mergers and acquisitions and the granting of liens. The Notes provide for events of default including nonpayment, misrepresentation, breach of covenants and bankruptcy. The Company’s obligations under the Notes are guaranteed, subject to certain limitations, by the same subsidiaries that guaranteed the obligations under the Senior Secured Credit Note and the Subordinated Note which were retired. These guarantees may be shared, on a senior basis, under certain circumstances, with newly incurred debt outstanding in the future. The Notes were filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011. At December 31, 2012, the Company was in compliance with all of its covenants.

On July 12, 2011, the Company’s Registration Statement on Form S-4 filed to register the exchange of the Notes for fully registered Notes was declared effective by the SEC. The Exchange Offer was completed in its entirety on August 9, 2011.

In November 2011, the Company repurchased $5.0 million of its Notes at a cost of $4.7 million resulting in the recording of a gain of $300,000 during the fourth quarter of 2011. The Company continued to hold these Notes at December 31, 2012.

On April 4, 2012, the Company’s Registration Statement on Form S-3 filed to enable the Company to act as a market maker in connection with the Notes was declared effective by the SEC.

Interest expense for the year ended December 31, 2012 on the Notes was $17.1 million ($12.5 million in 2011 and $nil in 2010). Interest paid on the Notes for the year ended December 31, 2012 was $17.1 million ($8.9 million in 2011).

Senior Secured Credit Note

In 2006, the Company issued a Senior Secured Credit Note in the amount of $125.0 million at a variable interest rate based on LIBOR with a seven-year term to a syndicate led by Morgan Stanley Senior Funding Inc., as agent. In accordance with the Senior Secured Credit Note, the Company provided certain covenants to the lenders with respect to the maintenance of a minimum fixed charge ratio and maximum leverage ratio and minimum net capital requirements with respect to Oppenheimer.

The remaining principal balance of the Senior Secured Credit Note in the amount of $22.4 million was repaid in full on April 12, 2011 in connection with the issuance of the Notes described above.

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Interest expense, as well as interest paid for the year ended December 31, 2011, on the Senior Secured Credit Note was $306,000 ($1.5 million in 2010).

Subordinated Note

On January 14, 2008, in connection with the acquisition of certain businesses from CIBC World Markets Corp., CIBC made a loan in the amount of $100.0 million and the Company issued a Subordinated Note to CIBC in the amount of $100.0 million at a variable interest rate based on LIBOR. The purpose of this note was to support the capital requirements of the acquired business. In accordance with the Subordinated Note, the Company provided certain covenants to CIBC with respect to the maintenance of a minimum fixed charge ratio and maximum leverage ratio and minimum net capital requirements with respect to Oppenheimer.

The principal balance of the Subordinated Note in the amount of $100.0 million was repaid in full on April 12, 2011 in connection with the issuance of the Notes described above.

Interest expense, as well as interest paid for the year ended December 31, 2011, on the Subordinated Note was $1.6 million ($5.7 million in 2010).

Other debt

Through OPY Credit Corp., the Company utilized a warehouse facility provided by CIBC to extend financing commitments to third party borrowers identified by the Company. As of December 31, 2012, the Company utilized $nil ($65.9 million as of December 31, 2011) under such warehouse facility and had $nil in Excess Retention ($nil as of December 31, 2011). This warehouse arrangement terminated on July 15, 2012. However, the Company will remain liable for some minimal expenses in relation to this facility related to commitments made by CIBC to borrowers introduced by the Company until such borrowings are repaid by the borrower or until 2016, whichever is the sooner to occur. All such owed amounts will continue to be reflected in the Company’s consolidated statement of operations as incurred.

Oppenheimer and Freedom are each members of the Securities Investor Protection Corporation (“SIPC”), which provides, in the event of the liquidation of a broker-dealer, protection for customers’ accounts (including the customer accounts of other securities firms when it acts on their behalf as a clearing broker) held by the firm of up to $500,000 for each customer, subject to a limitation of $250,000 for claims for cash balances. SIPC is funded through assessments on registered broker-dealers. In addition, Oppenheimer has purchased additional “excess of SIPC” policy protection from certain underwriters at Lloyd’s of London of an additional $99.5 million (and $900,000 for claims for cash balance) per customer. The “excess of SIPC” policy has an overall aggregate limit of liability of $400.0 million. The Company has entered into an indemnity agreement with Lloyd’s of London pursuant to which the Company has agreed to indemnify Lloyd’s of London for losses incurred by Lloyd’s under the policy.

AVAILABLE INFORMATION

The Company’s principal place of business is at 85 Broad Street, New York, NY 10004 and its telephone number is (212) 668-8000. The Company’s Internet address is http://www.opco.com. The Company makes available free of charge through its website its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other SEC filings and all amendments to those reports within 24 hours of such material being electronically filed with or furnished to the SEC.

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You may read and copy this Annual Report on Form 10-K for the year ended December 31, 2012 at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies by mail from the Public Reference Room of the SEC at prescribed rates. To obtain information on the operation of the Public Reference Room, you can call the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers, including Oppenheimer Holdings Inc., that file electronically with the SEC. The address of the SEC’s Internet website is http://www.sec.gov.

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Item 1A. RISK FACTORS

The Company’s business and operations are subject to numerous risks. The material risks and uncertainties that management believes affect the Company are described below. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the Company’s business operations. If any of the following risks actually occur, the Company’s financial condition and results of operations may be materially and adversely affected.

The Company may continue to be adversely affected by the failure of the Auction Rate Securities Market.

In February 2008, the market for auction rate securities (“ARS”) began experiencing disruptions due to the failure of auctions for preferred stocks issued to leverage closed end funds, municipal bonds backed by tax exempt issuers, and student loans backed by pools of student loans guaranteed by U.S. government agencies. This failure followed an earlier failure of a smaller market of ARS that were backed by mortgage and other forms of derivatives in the summer of 2007. These auction failures developed as a result of auction managers or dealers, typically large commercial or investment banks, deciding not to commit their own capital when there was insufficient demand from bidders to meet the supply of sales from sellers. The failure of the ARS market has prevented clients of the Company from liquidating holdings in these positions or, in many cases, posting these securities as collateral for loans. The Company had operated in an agency capacity in this market and held and continues to hold ARS in its proprietary accounts and, as a result, is exposed to these liquidity issues as well. The Company believes that, although issuer redemptions of ARS have occurred, approximately 15% of the overall ARS issued into the ARS market remain outstanding at December 31, 2012. There is no guarantee that further ARS issuer redemptions will occur and, if so, that the Company’s clients’ ARS will be redeemed.

Regulators have concluded, in many cases, that securities firms, initially those that underwrote and supported the auctions for ARS, should be compelled to purchase them from retail customers. Underwriters and broker-dealers in such securities have settled with various regulators and have purchased ARS from their retail clients. The Company may be at a competitive disadvantage to those of its competitors that have already completed purchases of ARS from their clients.

In February 2010, Oppenheimer finalized settlements with each of the New York Attorney General’s office (“NYAG”) and the Massachusetts Securities Division (“MSD” and, together with the NYAG, the “Regulators”) concluding investigations and administrative proceedings by the Regulators concerning Oppenheimer’s marketing and sale of ARS. Pursuant to those settlements and legal settlements the Company has purchased and will, subject to the terms and conditions of the settlements with the regulators, continue to purchase ARS from its clients on a periodic basis pursuant to the settlements with the Regulators. The ultimate amount of ARS to be repurchased by the Company cannot be predicted with any certainty and will be impacted by redemptions by issuers and legal and other actions by clients during the relevant period which cannot be predicted.

Notwithstanding the foregoing settlements with the Regulators, the Company remains as a named respondent in a number of arbitrations by its current or former clients as well as lawsuits related to its sale of ARS. In addition, the Company is continuing to cooperate with investigating entities from other states. If the ARS market remains frozen, the Company may likely be further subject to claims by its clients. There can be no guarantee that the Company will be successful in defending any or all of the current actions against it or any subsequent actions filed in the future. Any such failure could have a material adverse effect on the results of operations and financial condition of the Company, including its cash position.

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See “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Regulatory and Legal Environment – Other Regulatory Matters and – Other Matters.”

Interest rates on ARS typically reset through periodic auctions. Due to the auction mechanism and generally liquid markets, ARS have historically been categorized as Level 1 in the fair value hierarchy. Beginning in February 2008, uncertainties in the credit markets resulted in substantially all of the ARS market experiencing failed auctions. Once the auctions failed, the ARS could no longer be valued using observable prices set in the auctions. The Company has used less observable determinants of the fair value of ARS, including the strength in the underlying credits, announced issuer redemptions, completed issuer redemptions, and announcements from issuers regarding their intentions with respect to their outstanding ARS. The Company has also developed an internal methodology to discount for the lack of liquidity and non-performance risk of the failed auctions. Key inputs include spreads on comparable Treasury yields to derive a discount rate, an estimate of the ARS duration, and yields based on current auctions in comparable securities that have not failed. Due to the less observable nature of these inputs, the Company categorizes ARS in Level 3 of the fair value hierarchy. As of December 31, 2012, the Company had a valuation adjustment (unrealized loss) of $7.7 million for ARS.

The Company’s customers held at Oppenheimer approximately $212.9 million of ARS at December 31, 2012, exclusive of amounts that were owned by Qualified Institutional Buyers (“QIB’s”), transferred to the Company or purchased by customers after February 2008, or transferred from the Company to other securities firms after February 2008. The Company does not presently have the capacity to purchase all of the ARS held by all of its former or current clients who purchased such securities prior to the market’s failure in February 2008 over a short period of time. If the Company were to be required to purchase all of the ARS held by all former or current clients who purchased such securities prior to the market’s failure in February 2008 over a short period of time, these purchases would have a material adverse effect on the Company’s results of operations and financial condition including its cash position. Neither of the settlements with the Regulators requires the Company to do so. The Company does not currently believe that it is legally obligated to make any such purchases except for those purchases it has agreed with the Regulators to make as previously disclosed. If Oppenheimer defaults on either agreement with the Regulators, the Regulators may terminate their agreements and, in the case of the MSD, may reinstitute the previously pending administrative proceedings. In addition, there can be no guarantee that other regulators won’t seek to compel the Company to repurchase a greater amount of ARS than called for by the settlements with the Regulators. See “Legal Proceedings.”

The Company has sought, with very limited success, financing from a number of sources to try to find a means for all its clients to find liquidity from their ARS holdings and will continue to do so. There can be no assurance that the Company will be successful in finding a liquidity solution for all its clients’ ARS holdings.

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Damage to our reputation could damage our businesses.

Maintaining our reputation is critical to our attracting and maintaining customers, investors and employees. If we fail to deal with, or appear to fail to deal with, various issues that may give rise to reputational risk, we could significantly harm our business prospects. These issues include, but are not limited to, any of the risks discussed in this Item 1A, appropriately dealing with potential conflicts of interest, legal and regulatory requirements, ethical issues, money-laundering, privacy, record keeping, sales and trading practices, failure to sell securities we have underwritten at the anticipated price levels, and the proper identification of the legal, reputational, credit, liquidity, and market risks inherent in our products. A failure to deliver appropriate standards of service and quality, or a failure or perceived failure to treat customers and clients fairly, can result in customer dissatisfaction, litigation and heightened regulatory scrutiny, all of which can lead to lost revenue, higher operating costs and harm to our reputation. Further, negative publicity regarding us, whether or not true, may also result in harm to our prospects.

Developments in market and economic conditions have adversely affected, and may in the future adversely affect, the Company’s business and profitability.

Performance in the financial services industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally have a direct and material impact on the Company’s results of operations and financial condition. These conditions are a product of many factors, which are mostly unpredictable and beyond the Company’s control, and may affect the decisions made by financial market participants. Uncertain or unfavorable market or economic conditions could result in reduced transaction volumes, reduced revenue and reduced profitability in any or all of the Company’s principal businesses. For example:

• The Company’s investment banking revenue, in the form of underwriting, placement and financial advisory fees, is directly related to the volume and value of transactions as well as the Company’s role in these transactions. In an environment of uncertain or unfavorable market or economic conditions such as we have observed in recent years, the volume and size of capital-raising transactions and acquisitions and dispositions typically decrease, thereby reducing the demand for the Company’s investment banking services and increasing price competition among financial services companies seeking such engagements. The completion of anticipated investment banking transactions in the Company’s pipeline is uncertain and beyond its control, and its investment banking revenue is typically earned upon the successful completion of a transaction. In most cases, the Company receives little or no payment for investment banking engagements that do not result in the successful completion of a transaction. For example, a client’s acquisition transaction may be delayed or terminated because of a failure to agree upon final terms with the counterparty, failure to obtain necessary regulatory consents or board or stockholder approvals, failure to secure necessary financing, adverse market conditions or unexpected financial or other problems in the client’s or counterparty’s business. If the parties fail to complete a transaction on which the Company is advising or an offering in which it is participating, the Company will earn little or no revenue from the transaction but may incur expenses including but not limited to legal fees. The Company may perform services subject to an engagement agreement and the client may refuse to pay fees due under such agreement, requiring the Company to re-negotiate fees or commence legal action for collection of such earned fees. Accordingly, the Company’s business is highly dependent on market conditions, the decisions and actions of its clients and interested third parties. The number of engagements the Company has at any given time is subject to change and may not necessarily result in future revenues.

• A portion of the Company’s revenues are derived from fees generated from its asset management business segment. Asset management fees often are primarily comprised of base management and performance (or incentive) fees. Management fees are primarily based on assets under management. Assets under management balances are impacted by net inflow/outflow of client assets and changes in market values. Poor investment performance by the Company’s funds and portfolio managers could result in a loss of managed accounts and could result in reputational damage that might make it more difficult to attract new investors and thus further impact the Company’s business and financial condition. If the Company experiences losses of managed accounts, fee revenue will decline. In addition, in periods of declining market values, the values under management may ultimately decline, which would negatively impact fee revenues.

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• A downturn in the financial markets may result in a decline in the volume and value of trading transactions and, therefore, may lead to a decline in the revenue the Company generates from commissions on the execution of trading transactions and, in respect of its market-making activities, a reduction in the value of its trading positions and commissions and spreads. A further downturn could negatively impact the Company’s ability to generate revenue.

• Financial markets are susceptible to severe events such as dislocations which may lead to reduced liquidity. Under these extreme conditions, the Company’s risk management strategies may not be as effective as they might otherwise be under normal market conditions.

• Liquidity is essential to the Company’s businesses. The Company’s liquidity could be negatively affected by an inability to raise funding on a regular basis either in the short term market through bank borrowing or in the long term market through senior and subordinated borrowings. Such illiquidity could arise through a lowering of the Company’s credit rating or through market disruptions unrelated to the Company. The availability of unsecured financing is largely dependent on our credit rating which is largely determined by factors such as the level and quality of our earnings, capital adequacy, risk management, asset quality and business mix. As noted above, the Company has purchased, and will continue to purchase, auction rate securities from its clients which will reduce liquidity available to the Company for other purposes. The failure to secure the liquidity necessary for the Company to operate and grow could have a material adverse effect on the Company’s financial condition and results of operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources”, under Item 7.

• Changes in interest rates (especially if such changes are rapid), high interest rates or uncertainty regarding the future direction of interest rates, may create a less favorable environment for certain of the Company’s businesses, particularly its fixed income business, resulting in reduced business volume and reduced revenue. The reduction of interest rates to all-time record lows has substantially reduced the interest profits available to the Company through its margin lending and has also reduced profit contributions from money fund products and sponsored FDIC-covered deposits. If interest rates remain at the current historical low levels until late 2014, as is forecasted by the Federal Reserve, or later, the Company’s profitability will continue to be significantly negatively impacted.

• The Company expects to continue to commit its own capital to engage in proprietary trading, investing and similar activities, and uncertain or unfavorable market or economic conditions may reduce the value of its positions, resulting in reduced revenue.

The cyclical nature of the economy and the financial services industry leads to volatility in the Company’s operating margins, due to the fixed nature of a portion of compensation expenses and many non-compensation expenses, as well as the possibility that the Company will be unable to scale back other costs at an appropriate time to match any decreases in revenue relating to changes in market and economic conditions. As a result, the Company’s financial performance may vary significantly from quarter to quarter and year to year.

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Markets have experienced, and may continue to experience, periods of high volatility accompanied by reduced liquidity.

Financial markets are susceptible to severe events evidenced by rapid depreciation in asset values accompanied by a reduction in asset liquidity. Under these extreme conditions, hedging and other risk management strategies may not be effective. Severe market events have historically been difficult to predict, and significant losses could be realized in the wake of such events. The “Flash Crash” on May 6, 2010 was driven not by external economic events but by internal market dynamics and automated systems. Such events cannot be predicted nor can anyone, including the Company, predict the effectiveness of controls put in place to prevent such incidents.

The Company has experienced significant pricing pressure in areas of its business, which may impair its revenues and profitability.

In recent years the Company has experienced, and continues to experience, significant pricing pressures on trading margins and commissions in debt and equity trading. In the fixed income market, regulatory requirements have resulted in greater price transparency, leading to increased price competition and decreased trading margins. In the equity market, the Company has experienced increased pricing pressure from institutional clients to reduce commissions, and this pressure has been augmented by the increased use of electronic and direct market access trading, which has created additional downward pressure on trading margins. The trend toward using alternative trading systems is continuing to grow, which may result in decreased commission and trading revenue, reduce the Company’s participation in the trading markets and its ability to access market information, and lead to the creation of new and stronger competitors. Institutional clients also have pressured financial services firms to alter “soft dollar” practices under which brokerage firms bundle the cost of trade execution with research products and services. Some institutions are entering into arrangements that separate (or “unbundle”) payments for research products or services from sales commissions. These arrangements have increased the competitive pressures on sales commissions and have affected the value the Company’s clients place on high-quality research. Moreover, the Company’s inability to reach agreement regarding the terms of unbundling arrangements with institutional clients who are actively seeking such arrangements could result in the loss of those clients, which would likely reduce the level of institutional commissions. The Company believes that price competition and pricing pressures in these and other areas will continue as institutional investors continue to reduce the amounts they are willing to pay, including reducing the number of brokerage firms they use, and some of our competitors seek to obtain market share by reducing fees, commissions or margins. Additional pressure on sales and trading revenue may impair the profitability of the Company’s business.

The ability to attract, develop and retain highly skilled and productive employees is critical to the success of the Company’s business.

The Company faces intense competition for qualified employees from other businesses in the financial services industry, and the performance of its business may suffer to the extent it is unable to attract and retain employees effectively, particularly given the relatively small size of the Company and its employee base compared to some of its competitors. The primary sources of revenue in each of the Company’s business lines are commissions and fees earned on advisory and underwriting transactions and customer accounts managed by its employees, who are regularly recruited by other firms and in certain cases are able to take their client relationships with them when they change firms. Experienced employees are regularly offered financial inducements by larger competitors to change employers, and thus competitors can de-stabilize the Company’s relationship with valued employees. Some specialized areas of the Company’s business are operated by a relatively small number of employees, the loss of any of whom could jeopardize the continuation of that business following the employee’s departure.

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The Company depends on its senior employees and the loss of their services could harm its business.

The Company’s success is dependent in large part upon the services of its senior executives and employees. Any loss of service of the CEO may adversely affect the business and operations of the Company. The Company maintains key man insurance on the life of its CEO. If the Company’s senior executives or employees terminate their employment and the Company is unable to find suitable replacements in relatively short periods of time, its operations may be materially and adversely affected.

Underwriting and market-making activities may place capital at risk.

The Company may incur losses and be subject to reputational harm to the extent that, for any reason, it is unable to sell securities it purchased as an underwriter at the anticipated price levels. As an underwriter, the Company is subject to heightened standards regarding liability for material misstatements or omissions in prospectuses and other offering documents relating to offerings it underwrites. Any such misstatement or omission could subject the Company to enforcement action by the SEC and claims of investors, either of which could have a material adverse impact on the Company’s results of operations, financial condition and reputation. As a market maker, the Company may own large positions in specific securities, and these undiversified holdings concentrate the risk of market fluctuations and may result in greater losses than would be the case if the Company’s holdings were more diversified.

Increases in capital commitments in our proprietary trading, investing and similar activities increase the potential for significant losses.

The Company’s results of operations for a given period may be affected by the nature and scope of these activities and such activities will subject the Company to market fluctuations and volatility that may adversely affect the value of its positions, which could result in significant losses and reduce its revenues and profits. In addition, increased commitment of capital will expose the Company to the risk that a counterparty will be unable to meet its obligations, which could lead to financial losses that could adversely affect the Company’s results of operations. These activities may lead to a greater concentration of risk, which may cause the Company to suffer losses even when business conditions are generally favorable for others in the industry.

If the Company is unable to repay its outstanding indebtedness when due, its operations would be materially, adversely affected.

At December 31, 2012, the Company had liabilities of approximately $2.2 billion, a significant portion of which is collateralized by highly liquid and marketable government securities as well as marketable securities owned by customers. The Company cannot assure that its operations or the liquidation of collateral supporting such borrowings will generate funds sufficient to repay its existing debt obligations as they come due. The Company’s failure to repay its indebtedness and make interest payments as required by its debt obligations would most likely have a material adverse affect on its results of operations and financial condition.

The Company may make strategic acquisitions of businesses, engage in joint ventures or divest or exit existing businesses, which could result in unforeseen expenses or disruptive effects on its business.

From time to time, the Company may consider acquisitions of other businesses or joint ventures with other businesses. For example, on January 14, 2008, the Company acquired certain businesses from CIBC World Markets Corp. Any acquisition or joint venture that the Company determines to pursue will be accompanied by a number of risks. After the announcement or completion of an acquisition or joint venture, the Company’s share price could decline if investors view the transaction as too costly or unlikely to improve the Company’s competitive position. Costs or difficulties relating to such a transaction, including integration of products, employees, offices, technology systems, accounting systems and management controls, may be difficult to predict accurately and be greater than expected causing the Company’s estimates to differ from actual results. The Company may be unable to retain key personnel after the transaction, and the transaction may impair relationships with customers and business partners. In addition, the Company may be unable to achieve anticipated benefits and synergies from the transaction as fully as expected or within the expected time frame. Divestitures or elimination of existing businesses or products could have similar effects. These difficulties could disrupt the Company’s ongoing business, increase its expenses and adversely affect its operating results and financial condition.

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The Company is subject to extensive securities regulation and the failure to comply with these regulations could subject it to penalties or sanctions.

The securities industry and the Company’s business are subject to extensive regulation by the SEC, state securities regulators and other governmental regulatory authorities. The Company is also regulated by industry self-regulatory organizations, including FINRA and the MSRB. The Company may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. The regulatory environment is subject to change and the Company may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, other federal or state governmental regulatory authorities, or self-regulatory organizations. In response to the recent financial crisis, the regulatory environment to which the Company is subjected is expected to intensify as additional rules and regulations are adopted by the Company’s regulators. These new regulations will likely increase costs related to compliance and may in other ways adversely affect the performance of the Company.

Oppenheimer is a registered broker-dealer with the SEC and is primarily regulated by FINRA. Broker-dealers are subject to regulations which cover all aspects of the securities business, including:

• sales methods and supervision;

• trading practices among broker-dealers;

• use and safekeeping of customers’ funds and securities;

• anti-money laundering and Patriot Act compliance;

• capital structure of securities firms;

• compliance with lending practices (Regulation T);

• record keeping; and

• the conduct of directors, officers and employees.

Compliance with many of the regulations applicable to the Company involves a number of risks, particularly in areas where applicable regulations may be subject to varying interpretation. The requirements imposed by these regulations are designed to ensure the integrity of the financial markets and to protect customers and other third parties who deal with the Company. New regulations will result in enhanced standards of duty on broker dealers in their dealings with their clients (fiduciary standards). Consequently, these regulations often serve to limit the Company’s activities, including through net capital, customer protection and market conduct requirements, including those relating to principal trading. Much of the regulation of broker-dealers has been delegated to self-regulatory organizations, principally FINRA, which is the Company’s primary regulatory agency. FINRA adopts rules, subject to approval by the SEC, which govern its members and conducts periodic examinations of member firms’ operations.

The SEC has passed a requirement for custodians of securities on behalf of investment advisors, such as the Company, to conduct an annual “surprise audit”, in addition to the annual audit, and to issue an annual controls report to its clients, issued by a qualified accounting firm, describing its processes and controls affecting custody operations. A failure to conduct such an audit or issue the report with favorable findings could adversely affect a sizable portion of the Company’s businesses.

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If the Company is found to have violated any applicable regulations, formal administrative or judicial proceedings may be initiated against it that may result in:

• censure;

• fine;

• civil penalties, including treble damages in the case of insider trading violations;

• the issuance of cease-and-desist orders;

• the deregistration or suspension of our broker-dealer activities;

• the suspension or disqualification of our officers or employees; or

• other adverse consequences.

The imposition of any of these or other penalties could have a material adverse effect on our operating results and financial condition. For a more detailed description of the regulatory scheme under which the Company operates, see Item 1 under the caption “Regulation” and Item 7 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Regulation”.

Failure to comply with net capital requirements could subject the Company to suspension or revocation by the SEC or suspension or expulsion by FINRA, the FSA and the SFC.

Oppenheimer and Freedom are subject to the SEC’s Net Capital Rule which requires the maintenance of minimum net capital. For a more detailed description of the regulatory scheme under which the Company operates, see Item 1 under the caption “Net Capital Requirements”. Failure to comply with net capital requirements could subject the Company to suspension or revocation by the SEC or suspension or expulsion by FINRA.

In addition, Oppenheimer Europe Ltd. and Oppenheimer Investments Asia Ltd. are regulated by the Financial Services Authority of the United Kingdom and the Securities and Futures Commission in Hong Kong, respectively. Failure of these entities to comply with net capital requirements could subject those entities to suspension or expulsion by their respective regulators.

If the Company violates the securities laws, or is involved in litigation in connection with a violation, the Company’s reputation and results of operations may be adversely affected.

Many aspects of the Company’s business involve substantial risks of liability. An underwriter is exposed to substantial liability under federal and state securities laws, other federal and state laws, and court decisions, including decisions with respect to underwriters’ liability and limitations on indemnification of underwriters by issuers. For example, a firm that acts as an underwriter may be held liable for material misstatements or omissions of fact in a prospectus used in connection with the securities being offered or for statements made by its securities analysts or other personnel. In recent years, there has been an increasing incidence of litigation involving the securities industry, including class actions that seek substantial damages. The Company’s underwriting activities will usually involve offerings of the securities of smaller companies, which often involve a higher degree of risk and are more volatile than the securities of more established companies. In comparison with more established companies, smaller companies are also more likely to be the subject of securities class actions, to carry directors and officers liability insurance policies with lower limits or not at all, and to become insolvent. In addition, in market downturns, claims tend to increase. Each of these factors increases the likelihood that an underwriter may be required to contribute to an adverse judgment or settlement of a securities lawsuit.

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In the normal course of business, the Operating Subsidiaries have been and continue to be the subject of numerous civil actions and arbitrations arising out of customer complaints relating to our activities as a broker-dealer, as an employer and as a result of other business activities. In turbulent times such as in recent years, the volume of claims and amount of damages sought in litigation and regulatory proceedings against financial institutions have historically escalated. The Company has experienced an increase in such claims as a result of the recent worldwide credit disruptions, including the disruptions in the auction rate securities market. If the Company misjudged the amount of damages that may be assessed against it from pending or threatened claims, or if the Company is unable to adequately estimate the amount of damages that will be assessed against it from claims that arise in the future and reserve accordingly, its financial condition and results of operations may be materially adversely affected. As discussed above, on January 31, 2013, a FINRA arbitration panel rendered a decision in the previously disclosed U.S. Airways case, filed in February 2009, resulting in an award against Oppenheimer et al, in the amount of $30 million including interest and costs on a claim of approximately $140 million (adjusted down from $253 million). The effect of the award resulted in a fourth quarter after-tax charge of $17.9 million. See Item 1A under the caption “Risk Factors -The Company may continue to be adversely affected by the failure of the Auction Rate Securities Market”, as well as Item 3 under the caption “Legal Proceedings” and Item 7 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Regulatory Environment – Other Regulatory Matters.”

The preparation of the consolidated financial statements requires the use of estimates that may vary from actual results and new accounting standards could adversely affect future reported results.

If actual experience differs from management’s estimates used in the preparation of financial statements, the Company’s consolidated results of operations or financial condition could be adversely affected. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the application of accounting policies that often involve a significant degree of judgment. Such estimates and assumptions may require management to make difficult, subjective and complex judgments about matters that are inherently uncertain. The Company’s accounting policies that are most dependent on the application of estimates and assumptions, and therefore viewed by the Company as critical accounting estimates, are those described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates”. These accounting estimates require the use of assumptions, some of which are highly uncertain at the time of estimation. These estimates, by their nature, are based on judgment and current facts and circumstances. Accordingly, actual results could differ from these estimates, possibly in the near term, and could have a material effect on the consolidated financial statements.

The value of the Company’s goodwill and intangible assets may become impaired.

A substantial portion of the Company’s assets arise from goodwill and intangibles recorded as a result of business acquisitions it has made. The Company is required to perform a test for impairment of such goodwill and intangible assets, at least annually. To the extent that there are continued declines in the markets and general economy, impairment may become more likely. If the test resulted in a write-down of goodwill and/or intangible assets, the Company would incur a significant loss. For further discussion of this risk, see note 15 to the consolidated financial statements for the year ended December 31, 2012 appearing in Item 8.

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The Company’s move to a new and unified headquarters may create unintended risks and cost overruns.

The Company is in the final phase of a process to unify its principal businesses in New York City in a single building (85 Broad St.) in downtown Manhattan. This process is under way with the initial re-locations having taken place in the fourth quarter of 2011 and continuing throughout 2012. This process is expected to be completed by June 30, 2013. While the Company believes that these actions will significantly improve its business operations and result in financial savings over the life of its initial 15 year lease, the Company cannot assure that this result will not be negatively impacted by any or all of the following factors:

• cost overruns on the project;

• business disruptions from the re-location process;

• business disruptions from unforeseen factors, such as Superstorm Sandy;

• employee loss due to re-location;

• disruptions due to the centrally located nature of the business; and

• other

The Company’s risk management policies and procedures may leave it exposed to unidentified risks or an unanticipated level of risk.

The policies and procedures the Company employs to identify, monitor and manage risks may not be fully effective. Some methods of risk management are based on the use of observed historical market behavior. As a result, these methods may not predict future risk exposures, which could be significantly greater than historical measures indicate. Other risk management methods depend on evaluation of information regarding markets, clients or other matters that are publicly available or otherwise accessible by the Company. This information may not be accurate, complete, up-to-date or properly evaluated. Management of operational, legal and regulatory risk requires, among other things, policies and procedures to properly record and verify a large number of transactions and events. The Company cannot give assurances that its policies and procedures will effectively and accurately record and verify this information. See Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”.

The Company seeks to monitor and control its risk exposure through a variety of separate but complementary financial, credit, operational and legal reporting systems. The Company believes that it effectively evaluates and manages the market, credit and other risks to which it is exposed. Nonetheless, the effectiveness of the Company’s ability to manage risk exposure can never be completely or accurately predicted or fully assured. For example, unexpectedly large or rapid movements or disruptions in one or more markets or other unforeseen developments can have a material adverse effect on the Company’s financial condition and results of operations. The consequences of these developments can include losses due to adverse changes in securities values, decreases in the liquidity of trading positions, higher volatility in earnings, increases in the Company’s credit risk to customers as well as to third parties and increases in general systemic risk.

Credit risk may expose the Company to losses caused by the inability of borrowers or other third parties to satisfy their obligations.

The Company is exposed to the risk that third parties that owe it money, securities or other assets will not perform their obligations. These parties include:

• trading counterparties;

• customers;

• clearing agents;

• exchanges;

• clearing houses; and

• other financial intermediaries as well as issuers whose securities we hold.

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These parties may default on their obligations owed to the Company due to bankruptcy, lack of liquidity, operational failure or other reasons. This default risk may arise, for example, from:

• holding securities of third parties;

• executing securities trades that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, exchanges, clearing houses or other financial intermediaries; and

• extending credit to clients through bridge or margin loans or other arrangements.

The exposure to credit risk is heightened in the current economic environment in which default rates across many asset classes have increased. Significant failures by third parties to perform their obligations owed to the Company could adversely affect the Company’s revenue and its ability to borrow in the credit markets.

Risks related to insurance programs.

The Company’s operations and financial results are subject to risks and uncertainties related to the use of a combination of insurance, self-insured retention and self-insurance for a number of risks, including most significantly: property and casualty, general liability, workers’ compensation, and the portion of employee-related health care benefits plans funded by the Company, and certain errors and omissions liability, among others.

While the Company endeavors to purchase insurance coverage that is appropriate to its assessment of risk, it is unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages. The Company’s business may be negatively affected if in the future its insurance proves to be inadequate or unavailable. In addition, insurance claims may divert management resources away from operating the business.

The precautions the Company takes to prevent and detect employee misconduct may not be effective and the Company could be exposed to unknown and unmanaged risks or losses.

The Company runs the risk that employee misconduct could occur. Misconduct by employees could include:

• employees binding the Company to transactions that exceed authorized limits or present unacceptable risks to the Company (rogue trading);

• employee theft and improper use of Company or client property;

• employees conspiring with third parties to defraud the Company;

• employees hiding unauthorized or unsuccessful activities from the Company; or

• the improper use of confidential information.

These types of misconduct could result in unknown and unmanaged risks or losses to the Company including regulatory sanctions and serious harm to its reputation. The precautions the Company takes to prevent and detect these activities may not be effective. If employee misconduct does occur, the Company’s business operations could be materially adversely affected.

Defaults by another large financial institution could adversely affect financial markets generally.

In the fourth quarter of 2008, Lehman Brothers filed for bankruptcy protection and financial institutions including the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, Citigroup Inc., Bank of America Corporation, and American International Group, Inc. needed to accept substantial funding from the Federal government. In the fourth quarter of 2011, MF Global Holdings Ltd. filed for bankruptcy protection. In August 2012, Peregrine Financial Group, Inc. was declared bankrupt and placed in receivership. The commercial soundness of many financial institutions may be closely interrelated as a result of credit, trading, clearing, or other relationships between these institutions. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses, or defaults by other institutions. This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges with which the Company interacts on a daily basis, and therefore could affect the Company.

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The failure of guarantors could adversely affect the pricing of securities and their trading markets.

Monoline insurance companies, commercial banks and other insurers regularly issue credit enhancements to issuers in order to permit them to receive higher credit ratings than would otherwise be available to them. As a result, the failure of any of these guarantors could and would suddenly and immediately result in the depreciation in the price of the securities that have been guaranteed or enhanced by such entity. This failure could adversely affect the markets in general and the liquidity of the securities that are so affected. This disruption could create losses for holders of affected securities including the Company. In addition, rating agency downgrades of the debt or deposit or claims paying ability of these guarantors could result in a reduction in the prices of securities held by the Company which are guaranteed by such guarantors.

The Company’s information systems may experience an interruption or breach in security.

The Company relies heavily on communications and information systems to conduct its business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in the Company’s customer relationship management, general ledger, and other systems. While the Company has policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of its information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. Recent disclosures of such incursions by foreign and domestic unauthorized agents aimed at large financial institutions reflect higher risks for all such institutions. The occurrence of any failures, interruptions or security breaches of the Company’s information systems could damage the Company’s reputation, result in a loss of customer business, subject the Company to additional regulatory scrutiny, or expose the Company to civil litigation and possible financial liability, any of which could have a material adverse effect on the Company’s financial condition and results of operations.

Security breaches and other disruptions could compromise the Company’s information and expose the Company to liability, which would cause its business and reputation to suffer.

In the ordinary course of business, the Company collects and stores sensitive data, including its proprietary business information and that of its customers, and personally identifiable information of its customers and employees, in its data centers and on its networks. The secure processing, maintenance and transmission of this information is critical to its operations. Despite its security measures, its information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise its networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disrupt its operations and the services the Company provides to customers, damage its reputation, and cause a loss of confidence in its products and services, which could adversely affect its business, revenues and competitive position.

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The Company continually encounters technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and reduce costs. The Company’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Company’s operations. Many of the Company’s competitors have substantially greater resources to invest in technological improvements. The Company may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on the Company’s business and, in turn, the Company’s financial condition and results of operations.

The business operations that are conducted outside of the United States subject the Company to unique risks.

To the extent the Company conducts business outside the United States, it is subject to risks including, without limitation, the risk that it will be unable to provide effective operational support to these business activities, the risk of non-compliance with foreign laws and regulations, the general economic and political conditions in countries where it conducts business and currency fluctuations. The Company operates in Israel, the United Kingdom, and Hong Kong, China as well as through agents in Latin America. If the Company is unable to manage these risks relating to its foreign operations effectively, its reputation and results of operations could be harmed.

We may face exposure for environmental liabilities in British Columbia, Canada.

The Company has received notice from the current owner of rural mountainous properties in Canada that the Company maybe liable for environmental claims with respect to such properties and that designate it a potentially responsible party in remedial activities for the cleanup of waste sites under applicable statutes. The Company is believed to have held title to various properties near Panorama, British Columbia, Canada from October 1942 through August 1969 and to have engaged in mining and milling operations for some part of that period. The Company was originally incorporated in British Columbia, Canada in 1933, under the name Sheep Creek Gold Mines Limited. The Company underwent a series of name changes and continuances, including from British Columbia to Ontario, from Ontario to Canadian federal jurisdiction and then, in May 2009, from Canada to Delaware.

The Company currently believes that future environmental claims, if any, that may be asserted will not be material and that its potential liability for known environmental matters is not material. However, environmental and related remediation costs are difficult to quantify. Applicable law may impose joint and several liability on each potentially responsible party for the cleanup.

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Severe weather, natural disasters, acts of war or terrorism and other external events could significantly impact the Company’s business.

Severe weather, natural disasters, acts of war or terrorism and other adverse external events could have a significant impact on the Company’s ability to conduct business. Although management has established a disaster recovery plan there is no guarantee that such plan will allow the Company to operate without disruption if such an event was to occur and the occurrence of any such event could have a material adverse effect on the Company’s business, which, in turn, could have a material adverse effect on the Company’s financial condition and results of operations. The Company maintains disaster recovery sites to aid it in reacting to circumstances such as those described above. The fourth quarter of 2012 was impacted by Superstorm Sandy which occurred on October 29^th causing the Company to vacate its two principal offices in downtown Manhattan and displaced 800 of the Company’s employees including substantially all of its capital markets, operations and headquarters staff for in excess of 30 days. During the displacement period the Company successfully implemented its business continuity plan by relocating personnel from both of its downtown Manhattan locations into other branch offices and back-up facilities in the region. Other than the closure of the financial markets for two business days, the Company was able to successfully clear and settle open trades that took place prior to the storm and to get its trading, operations, technology, and other support functions mobilized to process business once the financial markets reopened. The plans and preparations for such eventualities including the sites themselves may not be adequate or effective for their intended purpose.

The effect of climate changes on the Company cannot be predicted with certainty.

The Company is not directly affected by environmental legislation, regulation or international treaties. The Company is not involved in an industry which is significantly impacted by climate changes except as such changes may affect the general economy of the United States and the rest of the world. Severe weather conditions such as storms, snowfall, and other climatic events may affect one or more offices of the Company. Recently Superstorm Sandy caused dislocation and disruption of the Company’s operations. Any such event may materially impact the operations or finances of the Company. The Company maintains Disaster Recovery Plans (see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Business Continuity”) and property insurance for such emergencies. A significant change in the climate of the World could affect the general growth in the economy, population growth and create other issues which will over time affect returns on financial instruments and thus the financial markets in general. It is impossible to predict such effects on the Company’s business and operations.

The recent downgrade of U.S. long term sovereign debt obligations and issues affecting the sovereign debt of European nations may adversely affect markets and other business.

On August 5, 2011, Standard & Poor’s lowered its long term sovereign credit rating on the United States of America from AAA to AA+. Credit agencies have also reduced the credit ratings of various sovereign nations in recent months. While the ultimate impact of such action is inherently unpredictable, these downgrades could have a material adverse impact on financial markets and economic conditions throughout the world, including, specifically, the United States. Moreover, the market’s anticipation of these impacts could have a material adverse effect on our business, financial condition and liquidity. Various types of financial markets, including, but not limited to, money markets, long-term or short-term fixed income markets, foreign exchange markets, commodities markets and equity markets may be adversely affected by these impacts. In addition, the cost and availability of funding and certain impacts, such as increased spreads in money market and other short term rates, have been experienced already as the market anticipated the downgrade.

The negative impact that may result from this downgrade or any future downgrade could adversely affect our credit ratings, as well as those of our clients and/or counterparties, and could require us to post additional collateral on loans collateralized by U.S. Treasury securities. The unprecedented nature of this and any future negative credit rating actions with respect to U.S. government obligations will make any impact on our business, financial condition and liquidity unpredictable. In addition any such impact may not be immediately apparent.

In addition, global markets and economic conditions have been negatively impacted by the ability of certain European Union (“EU”) member states to service their sovereign debt obligations. The continued uncertainty over the outcome of the EU governments’ financial support programs and the possibility that other EU member states may experience similar financial troubles could further disrupt global markets and may negatively impact our business, financial condition and liquidity.

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Risks associated with the Company’s stock.

The Company’s stock price can be volatile.

Stock price volatility may make it difficult for an investor to resell shares of the Company’s Class A non-voting common stock (the “Class A Stock”) at the times and at the prices desired. The price of the Class A Stock can fluctuate significantly in response to a variety of factors including, among other things:

• actual or anticipated variations in quarterly results of operations;

• operating and stock price performance of other companies that investors deem comparable to the Company;

• news reports relating to trends, concerns and other issues in the financial services industry;

• perceptions in the marketplace regarding the Company and/or its competitors;

• new technology used, or services offered, by competitors;

• significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors;

• a downturn in the overall economy or the equity markets in particular;

• failure to effectively integrate acquisitions or realize anticipated benefits from acquisitions; and

• the occurrence of any of the other events described in these Risk Factors.

General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause the Company’s stock price to decrease regardless of operating results.

The trading volume in the Company’s Class A Stock is less than that of larger financial services companies.

Although the Company’s Class A Stock is listed for trading on ARCA/NYSE, the trading volume in its Class A Stock is less than that of larger financial services companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of the Company’s Class A Stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which the Company has no control. Given the lower trading volume of the Company’s Class A Stock, significant sales of shares of the Company’s Class A Stock, or the expectation of these sales, could cause the Company’s stock price to fall and increases the volatility of the Class A Stock generally.

The holders of Class A Stock do not have the ability to vote on most corporate matters which limits the influence that these holders have over the Company.

The Company issues two classes of shares, Class A Stock and Class B voting common stock (“Class B Stock”). At December 31, 2012, there were 99,680 shares of Class B Stock outstanding compared to 13,508,318 shares of Class A Stock. The voting power associated with the Class B Stock allows holders of Class B Stock to effectively exercise control over all matters requiring stockholder approval, including the election of all directors and approval of significant corporate transactions, and other matters affecting the Company. Over 96% of the Class B voting shares are held by an entity controlled by Mr. Albert Lowenthal, the Chairman and CEO of the Company. Due to the lack of voting power, the Class A Stockholders have limited influence on corporate matters.

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The Company’s Chairman and CEO owns a significant portion of the Company’s Class B voting stock and therefore can exercise significant control over the corporate governance and affairs of the Company, which may result in him taking actions with which other stockholders do not agree.

The Company’s Chairman and CEO, Mr. Albert Lowenthal, owns over 96% of the Class B voting stock. As a result, Mr. Lowenthal can exercise substantial influence over the outcome of most, if not of all corporate actions requiring approval of our stockholders, including the election of directors and approval of significant corporate transactions, which may result in corporate action with which other stockholders do not agree. This Class B voting power may have the effect of delaying or preventing a change in control of the Company or may result in the receipt of a “control premium” by the controlling stockholder which premium would not be received by the holders of the Class A Stock. The controlling stockholder may have potential conflicts of interest with other stockholders including the ability to determine the impact of “say on pay” provisions on corporate governance at the Company.

Possible additional issuances of the Company’s stock will cause dilution.

At December 31, 2012, the Company had 13,508,318 shares of Class A Stock outstanding, outstanding employee stock options to purchase a total of 86,803 shares of Class A Stock, as well as outstanding unvested stock awards granted for an additional 850,068 shares of Class A Stock. The Company is further authorized to issue up to 319,587 shares of Class A Stock under share-based compensation plans for which stockholder approval has already been obtained. As part of the consideration for the January 14, 2008 acquisition of certain businesses from CIBC World Markets Corp., the Company issued to CIBC warrants to purchase 1,000,000 shares of Class A Stock on January 14, 2008 at an exercise price of $48.62 per share. The warrants expire on April 13, 2013. As the Company issues additional shares, stockholders’ holdings will be diluted, perhaps significantly. The issuance of any additional shares of Class A Stock or securities convertible into or exchangeable for Class A stock or that represent the right to receive Class A Stock, or the exercise of such securities, could be substantially dilutive to holders of our Class A Stock. Holders of our shares of Class A Stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to the Company’s stockholders. The market price of the Company’s Class A Stock could decline as a result of sales or issuance of shares of Class A Stock or securities convertible into or exchangeable for Class A Stock.

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Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 2. PROPERTIES

The Company and Oppenheimer maintain offices at its new headquarters at 85 Broad Street, New York, New York which houses its executive management team and many administrative functions for the firm as well as its research, trading, investment banking, and asset management divisions. The Company is also in the final phase of transitioning its operations, technology, and finance personnel from 125 Broad Street to 85 Broad Street, New York, New York which should be completed by June 30, 2013 (See below as well as Item 1, “Business” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”). Generally, the offices outside of 85 Broad Street and 125 Broad Street serve as bases for sales representatives who process trades and provide other brokerage services in co-operation with Oppenheimer’s New York offices using the data processing facilities located there. The Company maintains an office in Troy, Michigan, which among other things, houses its human resources department. OMHHF operates its business out of North Wales, Pennsylvania and Oppenheimer Trust Company is based in Florham Park, New Jersey. Freedom conducts its business from its offices located in Edison, New Jersey. Management believes that its present facilities are adequate for the purposes for which they are used and have adequate capacity to provide for presently contemplated future uses. In addition, the Company has offices in London, U.K., Tel Aviv, Israel and Hong Kong, China.

The Company and its subsidiaries own no real property but, at December 31, 2012, occupied office space totaling approximately 1.5 million square feet in 109 locations under standard commercial terms expiring between 2012 and 2020. If any leases are not renewed, the Company believes it could obtain comparable space elsewhere on commercially reasonable rental terms.

In 2011, the Company signed a lease to occupy approximately 270,000 square feet on seven floors at 85 Broad Street in New York City for a term of 15 years. The costs of the consolidation of the Company’s primary business units and employees into this space will generate approximately $62 million in savings over the life of the lease. However, in 2011 and 2012, the expense to the Company with respect to this consolidation was approximately $11.5 million stemming from overlapping rent costs and write-offs. The Company expects to expense $1 million in fiscal 2013, stemming from duplicative rent, write-offs and depreciation and amortization of tenant improvements.

Item 3. LEGAL PROCEEDINGS

Many aspects of the Company’s business involve substantial risks of liability. In the normal course of business, the Company has been the subject of customer complaints and has been named as a defendant or co-defendant in various lawsuits or arbitrations creating substantial exposure. The incidences of these types of claims have increased since the onset of the credit crisis in 2008 and the resulting market disruptions. The Company is also involved from time to time in certain governmental and self-regulatory agency investigations and proceedings. These proceedings arise primarily from securities brokerage, asset management and investment banking activities. There has been an increased incidence of regulatory investigations in the financial services industry in recent years, including customer claims, which seek substantial penalties, fines or other monetary relief.

While the ultimate resolution of routine pending litigation and other matters cannot be currently determined, in the opinion of management, after consultation with legal counsel, the Company does not believe that the resolution of these matters will have a material adverse effect on its financial condition. However, the Company’s results of operations could be materially affected during any period if liabilities in that period differ from prior estimates.

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Notwithstanding the foregoing, an adverse result in any of the matters set forth below or multiple adverse results in arbitrations and litigations currently filed or to be filed against the Company, including arbitrations and litigations relating to auction rate securities, would have a material adverse effect on the Company’s results of operations and financial condition, including its cash position.

The materiality of legal matters to the Company’s future operating results depends on the level of future results of operations as well as the timing and ultimate outcome of such legal matters. See “Risk Factors – The Company may continue to be adversely affected by the failure of the Auction Rate Securities Market” as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Regulatory and Legal Environment – Other Regulatory Matters and – Other Matters” as well as “Factors Affecting ‘Forward-Looking Statements’ “ herein.

In accordance with applicable accounting guidance, the Company establishes reserves for litigation and regulatory matters when those matters present loss contingencies that are both probable and reasonably estimable. When loss contingencies are not both probable and reasonably estimable, the Company does not establish reserves. In some of the matters described below under “Legal Proceedings”, loss contingencies are not probable and reasonably estimable in the view of management and, accordingly, reserves have not been established for those matters. For legal proceedings set forth below where there is at least a reasonable possibility that a loss or an additional loss may be incurred, the Company estimates a range of aggregate loss in excess of amounts accrued of $0 to approximately $125.5 million. This estimated aggregate range is based upon currently available information for those legal proceedings in which the Company is involved, where an estimate for such losses can be made. For certain cases, the Company does not believe that an estimate can currently be made. The foregoing estimate is based on various factors, including the varying stages of the proceedings (including the fact that many are currently in preliminary stages), the numerous yet-unresolved issues in many of the proceedings and the attendant uncertainty of the various potential outcomes of such proceedings. Accordingly, the Company’s estimate will change from time to time, and actual losses may be more than the current estimate.

Auction Rate Securities Matters

For a number of years, the Company offered auction rate securities (“ARS”) to its clients. A significant portion of the market in ARS ‘failed’ in February 2008 due to credit market conditions, and dealers were no longer willing or able to purchase the imbalance between supply and demand for ARS. See “Risk Factors – The Company may continue to be adversely affected by the failure of the Auction Rate Securities Market” as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Business Environment – Other Regulatory Matters and – Other Matters” herein.

Oppenheimer offered ARS to its clients in the same manner as dozens of other “downstream” firms in the ARS marketplace—as an available cash management option for clients seeking to increase their yields on short-term investments similar to a money market fund. The Company believes that Oppenheimer’s participation therefore differs dramatically from that of the larger broker-dealers who underwrote and provided supporting bids in the auctions and who subsequently entered into settlements with state and federal regulators, agreeing to purchase billions of dollars of their clients’ ARS holdings. Unlike these other broker-dealers, Oppenheimer did not act as the lead or sole lead managing underwriter or dealer in any ARS auctions during the relevant time period, did not enter support bids to ensure that any ARS auctions cleared, and played no role in any decision by the lead underwriters or broker-dealers to discontinue entering support bids and allowing auctions to fail.

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As previously disclosed, Oppenheimer entered into a Consent Order (the “Order”) pursuant to the Massachusetts Uniform Securities Act on February 26, 2010 settling a pending administrative proceeding against the respondents related to Oppenheimer’s sales of ARS to retail and other investors in the Commonwealth of Massachusetts. Oppenheimer did not admit or deny any of the findings or allegations contained in the underlying administrative complaint. Oppenheimer agreed to pay, and has paid, the external costs incurred by the Massachusetts Securities Division (the “MSD”) related to the investigation and the administrative proceeding in the amount of $250,000.

As previously disclosed, on February 23, 2010, the New York Attorney General (“NYAG”) accepted Oppenheimer’s offer of settlement and entered an Assurance of Discontinuance (“AOD”) pursuant to New York State Executive Law Section 63(15) in connection with Oppenheimer’s marketing and sale of ARS. Oppenheimer did not admit or deny any of the findings or allegations contained in the AOD and no fine was imposed.

Pursuant to the terms of the Order, Oppenheimer commenced and closed three offers to purchase Eligible ARS (as defined in the Order) from Customer Accounts (as defined in the Order) during 2010 and 2011 with the final offer closing on April 7, 2011. In addition, pursuant to the terms of the AOD, the Company has made five offers to purchase ARS from Eligible Investors between the periods May 21, 2010 and October 22, 2012. The Company’s purchases of ARS from clients have continued and will, subject to the terms and conditions of the settlements with the regulators, continue on a periodic basis pursuant to the settlements with the Regulators. Accounts were, and will continue to be, aggregated on a “household” basis for purposes of these offers. As at December 31, 2012, the Company had purchased and holds approximately $77.1 million of ARS from repurchases from clients and legal settlements.

The Company’s purchases of ARS from clients will continue on a periodic basis pursuant to the settlements with the Regulators. Oppenheimer has agreed with the NYAG that it will offer to purchase Eligible ARS from Eligible Investors who did not receive an initial purchase offer periodically, as excess funds become available to Oppenheimer after giving effect to the financial and regulatory capital constraints applicable to Oppenheimer, until Oppenheimer has extended a purchase offer to all Eligible Investors. Such offers will remain open for a period of seventy-five days from the date on which each such offer to purchase is sent. The ultimate amount of ARS to be repurchased by the Company cannot be predicted with any certainty and will be impacted by redemptions by issuers and client actions during the period, which also cannot be predicted.

In addition, Oppenheimer has agreed to work with issuers and other interested parties, including regulatory and other authorities and industry participants, to provide liquidity solutions for other Massachusetts clients not covered by the offers to purchase. In that regard, on May 21, 2010, Oppenheimer offered such clients a margin loan against marginable collateral with respect to such account holders’ holdings of Eligible ARS. As of December 31, 2012, Oppenheimer had extended margin loans to six holders of Eligible ARS from Massachusetts.

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Further, Oppenheimer has agreed to (1) no later than 75 days after Oppenheimer has completed extending a purchase offer to all Eligible Investors (as defined in the AOD), use its best efforts to identify any Eligible Investors who purchased Eligible ARS (as defined in the AOD) and subsequently sold those securities below par between February 13, 2008 and February 23, 2010 and pay the investor the difference between par and the price at which the Eligible Investor sold the Eligible ARS, plus reasonable interest thereon (the “ARS Losses”); (2) no later than 75 days after Oppenheimer has completed extending a Purchase Offer to all Eligible Investors, use its best efforts to identify Eligible Investors who took out loans from Oppenheimer after February 13, 2008 that were secured by Eligible ARS that were not successfully auctioning at the time the loan was taken out from Oppenheimer and who paid interest associated with the ARS-based portion of those loans in excess of the total interest and dividends received on the Eligible ARS during the duration of the loan (the “Loan Cost Excess”) and reimburse such investors for the Loan Cost Excess plus reasonable interest thereon; (3) upon providing liquidity to all Eligible Investors, participate in a special arbitration process for the exclusive purpose of arbitrating any Eligible Investor’s claim for consequential damages against Oppenheimer related to the investor’s inability to sell Eligible ARS; and (4) work with issuers and other interested parties, including regulatory and governmental entities, to expeditiously provide liquidity solutions for institutional investors not within the definition of Small Businesses and Institutions (as defined in the AOD) that held ARS in Oppenheimer brokerage accounts on February 13, 2008. Oppenheimer believes that because items (1) through (3) above will occur only after it has provided liquidity to all Eligible Investors, it will take an extended period of time before the requirements of items (1) through (3) will take effect.

Each of the AOD and the Order provides that in the event that Oppenheimer enters into another agreement that provides any form of benefit to any Oppenheimer ARS customer on terms more favorable than those set forth in the AOD or the Order, Oppenheimer will immediately extend the more favorable terms contained in such other agreement to all eligible investors. In the case of the Order, it is limited to more favorable agreements entered into subsequent to the February 26, 2010 Order while, in the case of the AOD, it covers more favorable agreements entered into prior and subsequent to the February 23, 2010 AOD. The AOD further provides that if Oppenheimer pays (or makes any pledge or commitment to pay) to any governmental entity or regulator pursuant to any other agreement costs or a fine or penalty or any other monetary amount, then an equivalent payment, pledge or commitment will become immediately owed to the State of New York for the benefit of New York residents.

If Oppenheimer fails to comply with any of the terms set forth in the Order, the MSD may institute an action to have the Order declared null and void and reinstitute the previously pending administrative proceedings. If Oppenheimer defaults on any obligation under the AOD, the NYAG may terminate the AOD, at his sole discretion, upon 10 days written notice to Oppenheimer.

Reference is made to the Order between the MSD and Oppenheimer et al, described in Item 3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and attached as Exhibit 10.24 thereto, as well as the disclosures related thereto in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010, September 30, 2010, 2011 and 2012 and in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2010 and 2011, for additional details of the agreements with the MSD. Reference is also made to the AOD between the NYAG and Oppenheimer, described in Item 3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and attached as Exhibit 10.22 thereto, as well as the disclosures related thereto in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010, September 30, 2010, 2011 and. 2012 and in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2010 and 2011, for additional details of the agreements with the NYAG.

The Company is continuing to cooperate with investigating entities from states other than Massachusetts and New York.

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In February 2009, Oppenheimer received notification of a filing of an arbitration claim before FINRA captioned U.S. Airways v. Oppenheimer & Co. Inc., et. al seeking an award compelling Oppenheimer to purchase approximately $250 million in ARS previously purchased by U.S. Airways through Oppenheimer (which was subsequently reduced to a $110 million liquidated damages claim) or, alternatively, an award rescinding such sale. Claimant sought an award of punitive damages from Oppenheimer as well as interest on such award. Claimant based its claims on numerous causes of action including, but not limited to, fraud, gross negligence, misrepresentation and suitability. U.S. Airways is a publicly-traded corporation that bought and sold ARS for many years through several broker dealers, not just Oppenheimer. It is also a “Qualified Institutional Buyer” (as defined in Rule 144A of the Securities Exchange Act of 1934) and purchased ARS for cash management purposes. On July 26, 2012, in connection with claimant having rested its case, Oppenheimer made a Motion to Dismiss the arbitration or in the alternative, to make a finding that claimant should have reasonably mitigated its damages in the fall of 2007. On August 10, 2012, the panel issued an order denying Oppenheimer’s Motion to Dismiss and made a finding that claimant should have reasonably mitigated its damages in the fall of 2007. On January 31, 2013, the arbitration panel, issued an order awarding US Airways $30 million in damages, including interest and costs, on a claim of approximately $140 million (including interest and costs). The Company has incorporated the financial impact of the award, an after-tax charge of $17.9 million, into its 2012 financial results. Oppenheimer paid its respective share of the award on February 25, 2013.

In connection with the U.S. Airways matter, on July 10, 2009, Oppenheimer asserted a third party statement of claim against Deutsche Bank Securities, Inc. (“DBSI”) and Deutsche Bank A.G. (“Deutsche AG”). Deutsche AG challenged Oppenheimer’s efforts to compel that entity to appear at a FINRA arbitration since, Deutsche AG argued, it is not a FINRA member. Subsequently, Oppenheimer deferred further action against Deutsche AG and proceeded prosecuting its third party claim against DBSI. At the same time, Oppenheimer filed its answer denying any liability to U.S. Airways. DBSI subsequently filed a motion to sever the arbitration into a separate proceeding which motion was granted on July 28, 2010. To the extent there is a determination by an arbitration panel that U.S. Airways has been harmed, Oppenheimer’s third party statement of claim against DBSI alleges that DBSI is liable to U.S. Airways because of its role in the process of creating, marketing and procuring ratings for certain auction rate credit-linked notes purchased by U.S. Airways. The arbitration with U.S. Airways commenced in September 2011. No date has yet been set for the arbitration with the DBSI. On January 28, 2011, DBSI filed a motion to stay the DBSI arbitration. Oppenheimer filed its opposition to the DBSI motion to stay on February 25, 2011. On May 25, 2011, the arbitration panel granted DBSI’s motion to stay the DBSI arbitration. On June 10, 2011, Oppenheimer filed a motion for reconsideration of the arbitration panel’s decision to stay the arbitration which motion for reconsideration was denied on July 14, 2011. As a result of the award in favor of US Airways, Oppenheimer intends shortly to file a motion to lift the stay in the arbitration with DBSI and to commence to prosecute its claim in arbitration against DBSI in an effort to, among other things, recover in full the amount paid to US Airways pursuant to the order described above plus all associated costs. There can be no assurance Oppenheimer will prevail in the arbitration against DBSI or that it will recover any or all of the amounts paid by Oppenheimer to US Airways.

In August 2009, Oppenheimer received notification of the filing of an arbitration claim before FINRA captioned Investec Trustee (Jersey) Limited as Trustee for The St. Paul’s Trust v. Oppenheimer & Co. Inc. et. al seeking an award ordering Oppenheimer to repurchase approximately $80 million in ARS previously purchased by Investec as Trustee for the St. Paul’s Trust, and seeking additional damages of approximately $11.5 million as a result of claimant’s liquidation of certain ARS positions in a private securities transaction. Claimant sought interest and attorneys fees as part of its claim. On August 31, 2012, the parties entered into a settlement agreement pursuant to which (i) Oppenheimer agreed to pay and subsequently did pay $4.5 million to Investec; (ii) Oppenheimer agreed to repurchase any remaining ARS held by Investec on January 15, 2015; and (iii) the claims in the arbitration were withdrawn. At December 31, 2012, Investec held approximately $7.0 million in ARS.

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In addition to the ARS cases discussed above, as of December 31, 2012, Oppenheimer and certain affiliated parties are currently named as a defendant or respondent in approximately nine arbitration claims before FINRA, as well as one court action brought by individuals and entities who purchased ARS through Oppenheimer in amounts ranging from $100,000 to $20 million, seeking awards compelling Oppenheimer to repurchase such ARS or, alternatively, awards rescinding such sales, based on a variety of causes of action similar to those described above. The Company has filed, or is in the process of filing, its responses to such claims and has participated in or is awaiting hearings regarding such claims before FINRA or in the court actions. As of December 31, 2012, ten ARS matters were concluded in either court or arbitration with Oppenheimer prevailing in four of those matters and the claimants prevailing in six of those matters. The Company has purchased approximately $7.6 million in ARS from the prevailing claimants in those six actions. In addition, the Company has made cash payments of approximately $12.1 million as a result of legal settlements with clients. In addition, as noted above, on January 31, 2013, the arbitration panel, issued an order awarding US Airways $30 million in damages, including interest and costs. Oppenheimer paid its respective share of the award on February 25, 2013. Oppenheimer believes it has meritorious defenses to the claims in the pending arbitrations and court actions and intends to vigorously defend against these claims. Oppenheimer may also implead third parties, including underwriters where it believes such action is appropriate. It is possible that other individuals or entities that purchased ARS from Oppenheimer may bring additional claims against Oppenheimer in the future for repurchase or rescission.

See Item 1A, “Risk Factors – The Company may continue to be adversely affected by the failure of the Auction Rate Securities Market,” and note 13 to the consolidated financial statements appearing in Item 8 herein as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Regulatory and Legal Environment – Other Regulatory Matters and – Other Matters” herein.

Other Pending Matters

In addition to the ARS cases discussed above, on or about March 13, 2008, Oppenheimer was served in a matter pending in the United States Bankruptcy Court, Northern District of Georgia, captioned William Perkins, Trustee for International Management Associates v. Lehman Brothers, Oppenheimer & Co. Inc., JB Oxford & Co., Bank of America Securities LLC and TD Ameritrade Inc. The Trustee seeks to set aside as fraudulent transfers in excess of $25 million in funds embezzled by the sole portfolio manager for International Management Associates, a hedge fund. Said portfolio manager purportedly used the broker dealer defendants, including Oppenheimer, as conduits for his embezzlement. Oppenheimer filed its answer to the complaint on June 18, 2010. Oppenheimer filed a motion for summary judgment, which was argued on March 31, 2011. Immediately thereafter, the Bankruptcy Court dismissed all of the Trustee’s claims against all defendants including Oppenheimer. In June 2011, the Trustee filed an appeal with the United States District Court for the Northern District of Georgia. In addition, on June 10, 2011, the Trustee filed a petition for permission to appeal the dismissal with the United States Court of Appeals for the Eleventh Circuit. On July 27, 2011, the Court of Appeals for the Eleventh Circuit denied the Trustee’s Petition. The Trustee then appealed to the United States District Court for the Northern District of Georgia (U.S.N.D. GA). On March 30, 2012, the U.S.N.D. GA affirmed in part and reversed in part the ruling from the Bankruptcy Court and remanded the matter to the Bankruptcy Court. Oppenheimer believes that as a result of the foregoing the claimed damages against Oppenheimer have been substantially reduced and that it has meritorious defenses to the remaining claims made against it and intends to defend itself vigorously.

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In March 2010, the Company received a notice from counsel representing a receiver appointed by a state district court in Oklahoma (the “Receiver”) to oversee a liquidation proceeding of Providence Property and Casualty Insurance Company (“Providence”), an Oklahoma insurance company. That notice demanded the return of Providence’s municipal bond portfolio of approximately $55 million that had been custodied at Oppenheimer beginning in January 2009. In January 2009, the municipal bond portfolio had been transferred to an insurance holding company, Park Avenue Insurance LLC (“Park Avenue”), as part of a purchase and sale transaction. Park Avenue used the portfolio as collateral for a margin loan used to fund the purchase of Providence from Providence’s parent. On October 19, 2010, Oppenheimer was named as a co-defendant in a complaint filed by the Receiver in state district court for Oklahoma County, Oklahoma captioned State of Oklahoma, ex rel. Kim Holland, Insurance Commissioner, as Receiver for Park Avenue Property and Casualty Insurance Company v. Providence Holdings, Inc., Falcon Holdings, LLC et. al alleging, that all defendants conspired to unlawfully transfer the assets of Providence to Park Avenue. In addition to Oppenheimer, the complaint names as defendants nine individuals alleging they were members of the board of directors of Oppenheimer & Co. Inc. during the time period at issue. In fact, for the time period alleged, six of these individuals were not members of such board. The complaint was subsequently amended to name three individuals including the Chairman and Chief Executive Officer, who is the only individual who has been served, who were directors of Oppenheimer & Co. Inc. at the time of the events in question. The complaint alleges causes of action for negligence, breach of fiduciary duty and trespass to chattel and/or conversion and seeks actual damages of $102 million, punitive damages, interest and costs, including attorneys’ fees. Oppenheimer moved to remove the matter to the United States District Court, Western District of Oklahoma on December 2, 2010. Thereafter, the Receiver moved to remand the matter to the District Court of Oklahoma County, Oklahoma. Oppenheimer filed its opposition to this motion on February 3, 2011; the motion to remand was granted on February 24, 2011. On January 18, 2011 and March 28, 2011, motions to dismiss the complaint were filed on behalf of Oppenheimer and the Chairman and Chief Executive Officer, respectively. On June 17, 2011, the motion to dismiss Oppenheimer was deferred and the motion to dismiss the Chairman and Chief Executive Officer was granted in its entirety. The motion to dismiss the Receiver’s action against Oppenheimer, which was refiled in state court after remand from the Federal court, was denied on August 2, 2011. On July 20, 2012, Providence Holding, Inc. (“Providence Holding”), the seller of Providence to Park Avenue in the transaction referenced above, filed a motion in the Oklahoma proceeding for permission to assert a tardy cross-claim against Oppenheimer and Oppenheimer Trust Company alleging breach of fiduciary duty, fraud, breach of contract, and interference with prospective business advantage. Providence Holding’s motion was mooted by the Receiver’s service of an amended complaint on December 20, 2012, which refreshed Providence Holding’s right to serve cross-claims. Oppenheimer answered the amended complaint on January 23, 2013 and the other Oppenheimer entities named as defendants filed motions to dismiss the amended complaint, which motions remain under consideration. On January 14, 2013, Providence Holdings, Inc. served an answer to the amended complaint and interposed cross-claims against Oppenheimer, Oppenheimer Trust Company and three other Oppenheimer companies: the Company, Oppenheimer Asset Management, Inc. and Oppenheimer Investment Management. All Oppenheimer entities served motions to dismiss the Providence Holdings, Inc. cross claims on February 7, 2013. On September 7, 2012, the court entered a scheduling order requiring that all discovery be completed by December 4, 2013. Discovery is ongoing. On October 1, 2012, a 13-count indictment was unsealed in the United States District Court for the Southern District of New York charging three individuals, including a former registered representative of Oppenheimer, with, conspiracy to commit wire fraud in connection with Park Avenue’s acquisition of Providence. Oppenheimer is not named in the indictment, and there are no indications that it is a target of any investigation. Oppenheimer believes it has meritorious defenses to the claims raised in the Oklahoma proceedings and intends to defend against these claims vigorously.

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On June 24, 2011, Oppenheimer was served with a petition in a matter pending in state court in Collin County, Texas captioned Jerry Lancaster, Providence Holdings, Inc., Falcon Holdings, LLC and Derek Lancaster v. Oppenheimer & Co., Inc., Oppenheimer Trust Company, Charles Antonuicci, Alan Reichman, John Carley, Park Avenue Insurance, LLC and Park Avenue Bank. The action requests unspecified damages, including exemplary damages, for Oppenheimer’s alleged breach of fiduciary duty, negligent hiring, fraud, conversion, conspiracy, breach of contract, unjust enrichment and violation of the Texas Business and Commerce Code. The first amended petition alleges that Oppenheimer held itself out as having expertise in the insurance industry generally and managing insurance companies’ investment portfolios but inappropriately allowed plaintiffs’ bond portfolios to be used by Park Avenue Insurance Company to secure the sale of Providence Property and Casualty Insurance Company to Park Avenue Insurance Company. On July 22, 2011, defendants removed the case to the United States District Court for the Eastern District of Texas, Sherman Division, and subsequently moved to dismiss or transfer the action. On October 5, 2011 plaintiffs in the matter filed a voluntary dismissal without prejudice. On the same date, Oppenheimer and Oppenheimer Trust Company agreed to suspend the running of any applicable statute of limitations defense for one year. Just prior to the expiration of the one-year tolling agreement, on October 3, 2012, Providence Holding filed a new action in the United States District Court for the Eastern Division of Texas against Oppenheimer, Oppenheimer Trust Company, and two individuals, re-asserting basically the same claims. On December 18, 2012, Oppenheimer and Oppenheimer Trust Company filed motions (i) to dismiss the new complaint and (ii) to stay the action pending resolution of all claims among the parties in the action pending in Oklahoma styled State of Oklahoma ex rel. Holland v. Providence Holdings Inc. and discussed above. In response to the motions, plaintiffs’ counsel voluntarily agreed to stay their action until the resolution of all claims among the parties in the Oklahoma action. The Texas court has not as yet approved the parties’ stipulation to stay the action, but Oppenheimer believes the court will enter its formal approval in due course. Oppenheimer believes it has meritorious defenses to the claims raised and intends to defend against these claims vigorously including seeking dismissal of the claims against it.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) The Company’s Class A Stock is listed and traded on the NYSE (trading symbol “OPY”). The Class B Stock is not traded on any stock exchange and, as a consequence, there is only limited trading in the Class B Stock. The Company does not presently contemplate listing the Class B Stock in the United States on any national or regional stock exchange or on NASDAQ.

The following tables set forth the high and low sales prices of the Class A Stock on the NYSE for the 2012 and 2011 fiscal years. Prices provided are based on data provided by the NYSE.

Class A Stock:		NYSE
		HIGH		LOW
2012	1st Quarter	$	19.69	$	15.67
	2nd Quarter	$	18.71	$	13.21
	3rd Quarter	$	18.00	$	13.24
	4th Quarter	$	17.42	$	14.63
2011	1st Quarter	$	33.93	$	24.63
	2nd Quarter	$	34.87	$	25.00
	3rd Quarter	$	28.98	$	15.47
	4th Quarter	$	19.45	$	12.47

As at December 31, 2012, there were 936,871 shares of Class A Stock underlying outstanding options and restricted share awards. Class A Stock underlying all vested options, if exercised, and restricted shares could be sold pursuant to Rule 144 or effective registration statements on Form S-8.

As part of the consideration for certain businesses acquired in January 2008, the Company issued to CIBC warrants to purchase 1,000,000 shares of Class A Stock at an exercise price of $48.62 per share on January 14, 2013. The warrants expire on April 13, 2013.

(b) The following table sets forth information about the stockholders of the Company as at February 28, 2013 as set forth in the records of the Company’s transfer agent and registrar:

	Number of shares		Number of stockholders of record
Class A Stock		13,508,318		179
Class B Stock		99,680		171

(c) Dividends

The following table sets forth the frequency and amount of any cash dividends declared on the Company’s Class A Stock and Class B Stock for the fiscal years ended December 31, 2011 and 2012 and the first quarter of 2013.

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Type	Declaration date	Record date	Payment date	Amount per share
Quarterly	January 27, 2011	February 11, 2011	February 25, 2011	$	0.11
Quarterly	April 28, 2011	May 13, 2011	May 27, 2011	$	0.11
Quarterly	July 28, 2011	August 12, 2011	August 26, 2011	$	0.11
Quarterly	October 27, 2011	November 11, 2011	November 25, 2011	$	0.11
Quarterly	January 26, 2012	February 10, 2012	February 24, 2012	$	0.11
Quarterly	April 25, 2012	May 11, 2012	May 25, 2012	$	0.11
Quarterly	July 26, 2012	August 10, 2012	August 24, 2012	$	0.11
Quarterly	October 25, 2012	November 9, 2012	November 23, 2012	$	0.11
Quarterly	January 24, 2013	February 8, 2013	February 22, 2013	$	0.11

Future dividend policy will depend upon the earnings and financial condition of the Operating Subsidiaries, the Company’s need for funds and other factors. Dividends may be paid to holders of Class A Stock and Class B Stock (pari passu), as and when declared by the Company’s Board of Directors, from funds legally available therefore.

(d) Share-Based Compensation Plans

The Company has a 2006 Equity Incentive Plan, adopted December 11, 2006 and amended in December 2011, subject to stockholder approval, and had a 1996 Equity Incentive Plan, as amended March 10, 2005, which expired on April 18, 2006 (together “EIP”), under which the Compensation and Stock Option Committee of the Board of Directors of the Company has and may grant options to purchase Class A Stock, restricted Class A Stock awards and Class A Stock awards to officers and key employees of the Company and its subsidiaries. Grants of options have been made to the Company’s non-employee directors on a formula basis; going forward, restricted Class A Stock awards will be granted to the Company’s non-employee directors as approved by a committee.

Oppenheimer has an Employee Share Plan (“ESP”), under which the Compensation and Stock Option Committee of the Board of Directors of the Company may grant stock awards and restricted stock awards to key management employees of the Company and its subsidiaries.

The Company’s share-based compensation plans are described in note 12 to the Company’s consolidated financial statements appearing in Item 8.

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e) Share Performance Graph

The following graph shows changes over the past five year period of U.S. $100 invested in (1) the Company’s Class A Stock, (2) the Standard & Poor’s 500 Index (S&P 500), and (3) the Standard & Poor’s 500 Diversified Financial Index (S&P 500 / Diversified Financials – S5DIVF).

As at December 31,	2007		2008		2009		2010		2011		2012
Oppenheimer Class A Stock		100		31		79		63		39		42
S&P 500		100		62		76		86		86		97
S&P 500 / Diversified Financials		100		40		51		53		37		51

Stock Buy-Back

On October 7, 2011, the Company announced its intention to purchase up to 675,000 shares of its Class A Stock in compliance with the rules and regulations of the New York Stock Exchange and the Securities and Exchange Commission and the terms of its senior secured debt. The 675,000 shares represented approximately 5% of its then 13,572,265 issued and outstanding shares of Class A Stock. Any such purchases will be made by the Company in the open market at the prevailing open market price using cash on hand. All shares purchased will be cancelled. The repurchase program is expected to continue indefinitely. The repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of Class A Stock. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.

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In 2012, the Company purchased and cancelled an aggregate of 121,599 shares of Class A Stock for total consideration of $1.9 million ($15.35 per share).

Item 6. SELECTED FINANCIAL DATA

The following table presents selected financial information derived from the audited consolidated financial statements of the Company for each of the five years in the period ended December 31, 2012. In January 2008, the Company purchased certain businesses (See Item 1, “Business” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”).

Amounts are expressed in thousands of dollars, except share and per share amounts.

	2012			2011		2010		2009		2008
Revenue	$	952,612		$	958,992	$	1,036,273	$	990,480	$	919,823
Net profit (loss) attributable to the Company	$	(3,613	)	$	10,316	$	38,532	$	20,824	$	(19,980	)
Net profit (loss) per share attributable to the Company (1)
—basic	$	(0.27	)	$	0.76	$	2.89	$	1.59	$	(1.51	)
—diluted	$	(0.27	)	$	0.74	$	2.77	$	1.55	$	(1.51	)
Total assets	$	2,678,020		$	3,527,439	$	2,515,062	$	2,162,582	$	1,506,073
Long term debt	$	195,000		$	195,000	$	122,503	$	132,503	$	147,663
Total liabilities	$	2,173,019		$	3,014,036	$	2,007,700	$	1,701,570	$	1,072,119
Cash dividends per share of Class A and Class B Stock	$	0.44		$	0.44	$	0.44	$	0.44	$	0.44
Stockholders’ equity attributable to the Company	$	500,740		$	508,070	$	504,330	$	461,012	$	433,954
Book value per share attributable to the Company (1)	$	36.80		$	37.16	$	37.73	$	34.88	$	33.38
Number of shares of capital stock outstanding (1)		13,607,998			13,671,945		13,368,202		13,217,681		12,999,145

(1) The Class A Stock and Class B Stock are combined because they are of equal rank for purposes of dividends and in the event of a distribution of assets upon liquidation, dissolution or winding up.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto which appear elsewhere in this annual report.

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The Company engages in a broad range of activities in the securities industry, including retail securities brokerage, institutional sales and trading, investment banking (both corporate and public finance), research, market-making, trust services and investment advisory and asset management services. Its principal subsidiaries are Oppenheimer & Co. Inc. (“Oppenheimer”) and Oppenheimer Asset Management (“OAM”). As at December 31, 2012, the Company provided its services from 86 offices in 26 states located throughout the United States, offices in Tel Aviv, Israel, Hong Kong, China, and London, England and in two offices in Latin America through local broker-dealers. Client assets entrusted to the Company as at December 31, 2012 totaled approximately $80.3 billion. The Company provides investment advisory services through OAM and OIM and Oppenheimer’s Fahnestock Asset Management and OMEGA Group divisions. The Company provides trust services and products through Oppenheimer Trust Company. The Company provides discount brokerage services through Freedom Investments, Inc. (“Freedom”) and through BUYandHOLD, a division of Freedom. Through OPY Credit Corp., the Company offers syndication as well as trading of issued corporate loans. Oppenheimer Multifamily Housing & Healthcare Finance, Inc. (“OMHHF”) is engaged in mortgage brokerage and servicing. At December 31, 2012, client assets under management by the asset management groups totaled approximately $20.9 billion At December 31, 2012, the Company employed 3,521 employees (3,445 full time and 76 part time), of whom approximately 1,406 were financial advisers.

Critical Accounting Estimates

The Company’s accounting policies are essential to understanding and interpreting the financial results reported in the consolidated financial statements. The significant accounting policies used in the preparation of the Company’s consolidated financial statements are summarized in note 1 to those statements. Certain of those policies are considered to be particularly important to the presentation of the Company’s financial results because they require management to make difficult, complex or subjective judgments, often as a result of matters that are inherently uncertain. The following is a discussion of these policies.

Financial Instruments and Fair Value

Financial Instruments

Securities owned and securities sold but not yet purchased, investments and derivative contracts are carried at fair value with changes in fair value recognized in earnings each period. The Company’s other financial instruments are generally short-term in nature or have variable interest rates and as such their carrying values approximate fair value, with the exception of notes receivable from employees which are carried at cost.

Financial Instruments Used for Asset and Liability Management

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

On September 29, 2006, the Company entered into interest rate swap transactions to hedge the interest payments associated with its floating rate Senior Secured Credit Note, which was subject to change due to changes in 3-Month LIBOR. See note 7 to the consolidated financial statements for the year ended December 31, 2012 for further information. These swaps were designated as cash flow hedges. Changes in the fair value of the swap hedges were expected to be highly effective in offsetting changes in the interest payments due to changes in 3-Month LIBOR. The swaps expired on March 31, 2011. For the year ended December 31, 2011, the effective portion of the net gain on the interest rate swaps, after tax, was approximately $69,000 ($450,900 in 2010) and was recorded as other comprehensive income on the consolidated statement of comprehensive income (loss).

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On January 20, 2009, the Company entered into an interest rate cap contract, incorporating a series of purchased caplets with fixed maturity dates ending December 31, 2012, to hedge the interest payments associated with its floating rate Subordinated Note, which was subject to change due to changes in 3-Month LIBOR. See note 7 to the consolidated financial statements appearing in Item 8 for further information. With the repayment of the Subordinated Note in the second quarter of 2011, this cap was no longer designated as a cash flow hedge. The cap expired worthless on December 31, 2012. The Company recorded $19,780 in interest expense with respect to the interest rate cap for the year ended December 31, 2012.

Fair Value Measurements

Effective January 1, 2008, the Company adopted the accounting guidance for the fair value measurement of financial assets, which defines fair value, establishes a framework for measuring fair value, establishes a fair value measurement hierarchy, and expands fair value measurement disclosures. Fair value, as defined by the accounting guidance, is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy established by this accounting guidance prioritizes the inputs used in valuation techniques into the following three categories (highest to lowest priority):

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and

Level 3: Unobservable inputs.

The Company’s financial instruments are recorded at fair value and generally are classified within Level 1 or Level 2 within the fair value hierarchy using quoted market prices or quotes from market makers or broker-dealers. Financial instruments classified within Level 1 are valued based on quoted market prices in active markets and consist of U.S. government, federal agency, and sovereign government obligations, corporate equities, and certain money market instruments. Level 2 financial instruments primarily consist of investment grade and high-yield corporate debt, convertible bonds, mortgage and asset-backed securities, municipal obligations, and certain money market instruments. Financial instruments classified as Level 2 are valued based on quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets and liabilities in markets that are not active. Some financial instruments are classified within Level 3 within the fair value hierarchy as observable pricing inputs are not available due to limited market activity for the asset or liability. Such financial instruments include investments in hedge funds and private equity funds where the Company, through its subsidiaries, is general partner, less-liquid private label mortgage and asset-backed securities, certain distressed municipal securities, and auction rate securities. A description of the valuation techniques applied and inputs used in measuring the fair value of the Company’s financial instruments is located in note 4 to the consolidated financial statements for the year ended December 31, 2012.

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Fair Value Option

The Company has the option to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The Company may make a fair value option election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company has elected to apply the fair value option to its loan trading portfolio which resides in OPY Credit Corp. and is included in other assets on the consolidated balance sheet. Management has elected this treatment as it is consistent with the manner in which the business is managed as well as the way that financial instruments in other parts of the business are recorded. There were no loan positions held in the secondary loan trading portfolio at December 31, 2012 and 2011. The Company also elected the fair value option for those securities sold under agreements to repurchase (“repurchase agreements”) and securities purchased under agreements to resell (“reverse repurchase agreements”) that do not settle overnight or have an open settlement date or that are not accounted for as purchase and sale agreements (such as repo-to-maturity transactions). The Company has elected the fair value option for these instruments to more accurately reflect market and economic events in its earnings and to mitigate a potential imbalance in earnings caused by using different measurement attributes (i.e. fair value versus carrying value) for certain assets and liabilities. At December 31, 2012, the fair value of the reverse repurchase agreements and repurchase agreements was $nil and $nil, respectively.

Financing Receivables

The Company’s financing receivables include customer margin loans, securities purchased under agreements to resell (“reverse repurchase agreements”), and securities borrowed transactions. The Company uses financing receivables to extend margin loans to customers, meet trade settlement requirements, and facilitate its matched-book arrangements and inventory requirements.

Allowance for Credit Losses

The Company’s financing receivables are secured by collateral received from clients and counterparties. In many cases, the Company is permitted to sell or repledge securities held as collateral. These securities may be used to collateralize repurchase agreements, to enter into securities lending agreements, to cover short positions or fulfill the obligation of fails to deliver. The Company monitors the market value of the collateral received on a daily basis and may require clients and counterparties to deposit additional collateral or return collateral pledged, when appropriate.

Customer receivables, primarily consisting of customer margin loans collateralized by customer-owned securities, are stated net of allowance for credit losses. The Company reviews large customer accounts that do not comply with the Company’s margin requirements on a case-by-case basis to determine the likelihood of collection and records an allowance for credit loss following that process. For small customer accounts that do not comply with the Company’s margin requirements, the allowance for credit loss is generally recorded as the amount of unsecured or partially secured receivables.

The Company also makes loans or pays advances to financial advisers as part of its hiring process. Reserves are established on these receivables if the financial advisor is no longer associated with the Company and the receivable has not been promptly repaid or if it is determined that it is probable the amount will not be collected.

Legal and Regulatory Reserves

The Company records reserves related to legal and regulatory proceedings in accounts payable and other liabilities. The determination of the amounts of these reserves requires significant judgment on the part of management. In accordance with applicable accounting guidance, the Company establishes reserves for litigation and regulatory matters where available information indicates that it is probable a liability had been incurred at the date of the consolidated financial statements and the Company can reasonably estimate the amount of that loss. When loss contingencies are not probable and cannot be reasonably estimated, the Company does not establish reserves.

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When determining whether to record a reserve, management considers many factors including, but not limited to, the amount of the claim; the stage and forum of the proceeding, the sophistication of the claimant, the amount of the loss, if any, in the client’s account and the possibility of wrongdoing, if any, on the part of an employee of the Company; the basis and validity of the claim; previous results in similar cases; and applicable legal precedents and case law. Each legal and regulatory proceeding is reviewed with counsel in each accounting period and the reserve is adjusted as deemed appropriate by management. Any change in the reserve amount is recorded in the results of that period. The assumptions of management in determining the estimates of reserves may be incorrect and the actual disposition of a legal or regulatory proceeding could be greater or less than the reserve amount. See “Legal Proceedings,” note 13 to the consolidated financial statements appearing in Item 8 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Regulatory and Legal Environment “.

Goodwill

Goodwill arose upon the acquisitions of Oppenheimer, Old Michigan Corp., Josephthal & Co. Inc., Grand Charter Group Incorporated and the Oppenheimer Divisions, as defined below. The Company defines a reporting unit as an operating segment. The Company’s goodwill resides in its Private Client Division (“PCD”). Goodwill of a reporting unit is subject to at least an annual test for impairment to determine if the fair value of goodwill of a reporting unit is less than its estimated carrying amount. Goodwill of a reporting unit is required to be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company derives the estimated carrying amount of its operating segments by estimating the amount of stockholders’ equity required to support the activities of each operating segment. Due to the volatility in the financial services sector and equity markets in general, determining whether an impairment of goodwill has occurred is increasingly difficult and requires management to exercise significant judgment. Goodwill recorded as at December 31, 2012 has been tested for impairment and it has been determined that no impairment has occurred. See note 15 to the consolidated financial statements appearing in Item 8 for further discussion.

Excess of fair value of assets acquired over cost arose from the January 2008 acquisition of certain businesses from CIBC World Markets Corp., including five-year contingent consideration issued as a result of such acquisition. At the end of 2012, all contingencies expired and the Company recorded a reduction of “Excess of fair value of assets acquired over cost” of $7 million and deferred tax liabilities of $5 million offset by the reversal of related customer relationship intangible assets of $630,000 and fixed assets of $65,000 on the consolidated balance sheet as of December 31, 2012 as well as a non-cash adjustment reducing occupancy expenses in the amount of $11.3 million.

Intangible Assets

Intangible assets arose upon the acquisition, in January 2003, of the U.S. Private Client and Asset Management Divisions of CIBC World Markets Corp. (the “Oppenheimer Divisions”) and comprise customer relationships and trademarks and trade names. Customer relationships of $4.9 million were amortized on a straight-line basis over 80 months commencing in January 2003 (fully amortized and carried at $nil since December 31, 2010). Trademarks and trade names, carried at $31.7 million, which are not amortized, are subject to at least an annual test for impairment to determine if the fair value is less than their carrying amount. Trademarks and trade names recorded as at December 31, 2012 have been tested for impairment and it has been determined that no impairment has occurred. See note 15 to the consolidated financial statements appearing in Item 8 for further discussion.

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Intangible assets also arose from the January 2008 acquisition of the Oppenheimer Divisions from CIBC World Markets Corp. and are comprised of customer relationships and a below market lease. Customer relationships were being amortized on a straight-line basis over 180 months commencing in January 2008. However, due to the expiration of the five-year contingent consideration issued as part of such acquisition, remaining amounts related to the customer relationship intangible asset of $630,000 were reversed in the fourth quarter of 2012. The below market lease was determined to amortize on a straight-line basis over 60 months commencing in January 2008. However, due to the plan to consolidate the Company’s headquarters, the Company terminated the lease which resulted in a reevaluation of the remaining useful life of the below market lease intangible asset and amortized $1.1 million in the fourth quarter of 2011 and $3.2 million during the first quarter of 2012.

Share-Based Compensation Plans

The Company estimates the fair value of share-based awards using the Black-Scholes option-pricing model and applies to it a forfeiture rate based on historical experience. Key input assumptions used to estimate the fair value of share-based awards include the expected term and the expected volatility of the Company’s Class A Stock over the term of the award, the risk-free interest rate over the expected term, and the Company’s expected annual dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive share-based awards. For further discussion, see note 12 to the consolidated financial statements appearing in Item 8.

Income Taxes

The Company records deferred taxes for the future consequences of events that have been recognized for financial statements or tax returns, based upon enacted tax laws and rates. In addition, the Company estimates and provides for potential liabilities that may arise out of tax audits to the extent that uncertain tax positions fail to meet the recognition standard under accounting guidance. For further discussion, see note 11 to the consolidated financial statements appearing in Item 8.

New Accounting Pronouncements

Recently adopted and recently issued accounting pronouncements are described in note 1 to the consolidated financial statements for the year ended December 31, 2012 appearing in Item 8.

Business Environment

The securities industry is directly affected by general economic and market conditions, including fluctuations in volume and price levels of securities and changes in interest rates, inflation, political events, investor participation levels, legal and regulatory, accounting, tax and compliance requirements and competition, all of which have an impact on commissions, firm trading, fees from accounts under investment management as well as fees for investment banking services, and investment income as well as on liquidity. Substantial fluctuations can occur in revenues and net income due to these and other factors.

For a number of years, the Company has offered auction rate securities (“ARS”) to its clients. A significant portion of the market in ARS has ‘failed’ because, in the tight credit market, the dealers are no longer willing or able to purchase the imbalance between supply and demand for ARS. These securities have auctions scheduled on either a 7, 28 or 35 day cycle. Clients of the Company own a significant amount of ARS in their individual accounts. The absence of a liquid market for these securities presents a significant problem to clients and, as a result, to the Company. It should be noted that this is a failure of liquidity and not a default. These securities in almost all cases have not failed to pay interest or principal when due. These securities are fully collateralized for the most part and, for the most part, remain good credits. The Company has not acted as an auction agent for ARS.

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Interest rates on ARS typically reset through periodic auctions. Due to the auction mechanism and generally liquid markets, ARS have historically been categorized as Level 1 in the fair value hierarchy. Beginning in February 2008, uncertainties in the credit markets resulted in substantially all of the ARS market experiencing failed auctions. Once the auctions failed, the ARS could no longer be valued using observable prices set in the auctions. The Company has used less observable determinants of the fair value of ARS, including the strength in the underlying credits, announced issuer redemptions, completed issuer redemptions, and announcements from issuers regarding their intentions with respect to their outstanding ARS. The Company has also developed an internal methodology to discount for the lack of liquidity and non-performance risk of the failed auctions. Key inputs include spreads on comparable Treasury yields to derive a discount rate, an estimate of the ARS duration, and yields based on current auctions in comparable securities that have not failed. Due to the less observable nature of these inputs, the Company categorizes ARS in Level 3 of the fair value hierarchy. As of December 31, 2012, the Company had a valuation adjustment (unrealized loss) of $7.7 million for ARS.

The Company has sought, with limited success, financing from a number of sources to try to find a means for all its clients to find liquidity from their ARS holdings and will continue to do so. There can be no assurance that the Company will be successful in finding a liquidity solution for all its clients’ ARS. See “Risk Factors – The Company may continue to be adversely affected by the failure of the Auction Rate Securities Market” and “Factors Affecting ‘Forward-Looking Statements’”.

Recent events have caused increased review and scrutiny on the methods utilized by financial service companies to finance their short term requirements for liquidity. The Company utilizes commercial bank loans, securities lending, and repurchase agreements (through overnight, term, and repo-to-maturity transactions) to finance its short term liquidity needs (See “Liquidity”). All repurchase agreements and reverse repurchase agreements are collateralized by short term U.S. Government obligations and U.S. Government Agency obligations.

The Company is focused on growing its private client and asset management businesses through strategic additions of experienced financial advisers in its existing branch system and employment of experienced money management personnel in its asset management business. In addition, the Company is committed to the improvement of its technology capability to support client service and the expansion of its capital markets capabilities while addressing the issue of managing its expenses to better align them with the current investment environment. The Company will continue to nurture the growth of OMMHF as well as its business in non-U.S. markets.

Regulatory and Legal Environment

The brokerage business is subject to regulation by, among others, the Securities and Exchange Commission (“SEC”) and FINRA (formerly the NYSE and NASD) in the United States, the Financial Services Authority (“FSA”) in the United Kingdom, the Securities and Futures Commission in Hong Kong (“SFC”) and various state securities regulators in the United States. Events in recent years surrounding corporate accounting and other activities leading to investor losses resulted in the enactment of the Sarbanes-Oxley Act and have caused increased regulation of public companies. New regulations and new interpretations and enforcement of existing regulations are creating increased costs of compliance and increased investment in systems and procedures to comply with these more complex and onerous requirements. Increasingly, the various states are imposing their own regulations that make the uniformity of regulation a thing of the past, and make compliance more difficult and more expensive to monitor.

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In July 2010, Congress enacted extensive legislation entitled the Wall Street Reform and Consumer Protection Act (“Dodd Frank”) in which it mandated that the SEC and other regulators conduct comprehensive studies and issue new regulations based on their findings to control the activities of financial institutions in order to protect the financial system, the investing public and consumers from issues and failures that occurred in the recent financial crisis. All relevant studies have not yet been completed, but they are widely expected to extensively impact the regulation and practices of financial institutions including the Company. The changes are likely to significantly reduce leverage available to financial institutions and to increase transparency to regulators and investors of risks taken by such institutions. It is impossible to presently predict the nature of such rulemaking. Rules adopted in the U.S. and Europe would create a new regulator for certain activities, regulate and/or prohibit proprietary trading for certain deposit taking institutions, control the amount and timing of compensation to “highly paid” employees, create new regulations around financial transactions with consumers requiring the adoption of a uniform fiduciary standard of care of broker-dealers and investment advisers providing personalized investment advice about securities to retail customers, and increase the disclosures provided to clients, and create a tax on securities transactions. In December 2012, France began applying a 0.2% transaction tax on financial transactions in American Depository Receipts of French companies that trade U.S. exchanges. Italy is expected to implement its own financial transaction tax in March 2013. The imposition of financial transaction taxes are likely to impact the jurisdiction in which securities are traded and the “spreads” demanded by market participants in order to make up for the cost of any such tax. It appears increasingly likely that such a tax will be implemented throughout the Eurozone. If and when enacted, such regulations will likely increase compliance costs and reduce returns earned by financial service providers and intensify compliance overall. It is difficult to predict the nature of the final regulations and their impact on the business of the Company.

Prohibitions and Restrictions on Proprietary Trading and Certain Interests in, and Relationships with, Hedge Funds and Private Equity Funds (the “Volcker Rule”) was published by the U.S. Federal Reserve Board as required by Dodd-Frank in 2011. The Volcker Rule is intended to restrict U.S. banks and other financial institutions that accept deposits from conducting proprietary trading activities, as well as investing in hedge funds and private equity funds for their own account. The intent of the Volcker Rule is to reduce risk to the capital of such institutions through reducing speculation and risk-taking with bank capital. The draft form of the proposed rule was exposed for comment until January 13, 2012 and is scheduled to become effective on July 21, 2014. It seems likely that additional comments will be permitted surrounding the impact of the Volcker Rule on market liquidity and importantly on the liquidity of issued sovereign debt in Europe and Asia. While it is widely expected that the impact of the Volcker Rule may significantly impact the liquidity in various capital markets, the effect cannot be predicted with any certainty. The Company believes that the Volcker Rule will not directly affect its operations, but indirect effects cannot be predicted with any certainty. Additionally, the Federal Reserve in conjunction with other U.S regulatory organizations has analyzed the U.S. financial system and the impact that might result from the failure of one or more “Strategically Important Financial Institutions” (“SIFI”). To date, less than 25 such institutions have been identified and will be made subject to special regulations including the requirement to create a plan for their orderly demise in the event of a failure. The identification process has not been completed and is subject to appeal by the affected institutions. The Company has no reason to believe that it will be identified as a SIFI. Recent revelations around the fixing of the LIBOR (“London Interbank Offered Rate”) during the period from 2008-2010 make it likely that more regulation surrounding the fixing of interest rates on commercial bank loans and reference rates on derivatives is likely.

The impact of the rules and requirements that were created by the passage of the Patriot Act, and the anti-money laundering regulations (AML) in the U.S. and similar laws in other countries that are related thereto have created significant costs of compliance and can be expected to continue to do so.

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Pursuant to FINRA Rule 3130 (formerly NASD Rule 3013 and NYSE Rule 342), the chief executive officers (“CEOs”) of regulated broker-dealers (including the CEO of Oppenheimer) are required to certify that their companies have processes in place to establish and test supervisory policies and procedures reasonably designed to achieve compliance with federal securities laws and regulations, including applicable regulations of self-regulatory organizations. The CEO of the Company is required to make such a certification on an annual basis and did so in March 2012.

Other Regulatory Matters

For several quarters, Oppenheimer has been responding to information requests from the Enforcement Staff of FINRA regarding Oppenheimer’s policies and procedures in relation to, and the activities of several financial advisers concerning, the sale of low-priced securities. The Company has responded to numerous document requests and there has been on-the-record testimony given by financial advisers and supervisory personnel who work in several of Oppenheimer’s branch offices in connection with this inquiry.

On June 23, 2011, Oppenheimer received notice of an investigation by the SEC pursuant to which the SEC requested information from the Company regarding the sale of a number of low-priced securities effected primarily through one of Oppenheimer’s financial advisers. Oppenheimer is continuing to respond to information requests as part of the investigation.

Oppenheimer is continuing to cooperate with the investigating entities and will continue to closely monitor the activities of its financial advisers and their supervisors in relation to the sale of low-priced securities.

In February 2010, Oppenheimer finalized settlements with each of the New York Attorney General’s office (“NYAG”) and the Massachusetts Securities Division (“MSD” and, together with the NYAG, the “Regulators”) concluding investigations and administrative proceedings by the Regulators concerning Oppenheimer’s marketing and sale of ARS. Pursuant to those settlements and legal settlements, as of December 31, 2012, the Company purchased and holds approximately $77.1 million in ARS from its clients pursuant to several purchase offers and legal settlements. The Company’s purchases of ARS from its clients will, subject to the terms and conditions of the settlements with the regulators, continue on a periodic basis thereafter pursuant to the settlements with the Regulators. In addition, the Company is committed to purchase another $38.3 million in ARS from clients through 2016. The ultimate amount of ARS to be repurchased by the Company cannot be predicted with any certainty and will be impacted by redemptions by issuers and legal and other actions by clients during the relevant period, which cannot be predicted. The Company also held $150,000 in ARS in its proprietary trading account as of December 31, 2012 as a result of the failed auctions in February 2008. These ARS positions primarily represent Auction Rate Preferred Securities issued by closed-end funds and, to a lesser extent, Municipal Auction Rate Securities which are municipal bonds wrapped by municipal bond insurance and Student Loan Auction Rate Securities which are asset-backed securities backed by student loans.

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The Company’s clients held at Oppenheimer approximately $212.9 million of ARS at December 31, 2012, exclusive of amounts that 1) were owned by Qualified Institutional Buyers (“QIBs”), 2) were transferred to the Company after February 2008, 3) were purchased by clients after February 2008, or 4) were transferred from the Company to other securities firms after February 2008. See “Risk Factors – The Company may continue to be adversely affected by the failure of the Auction Rate Securities Market” and “Legal Proceedings” herein.

Other Matters

A subsidiary of the Company was the administrative agent for two closed-end funds until December 5, 2005. The Company was advised by the current administrative agent for these two funds that the Internal Revenue Service (“IRS”) had asserted a claim for interest and penalties for one of these funds with respect to the 2004 tax year as a result of an alleged failure of such subsidiary to take certain actions. On October 14, 2011, Oppenheimer entered into a settlement agreement with the adviser to one of the aforementioned funds pursuant to which Oppenheimer paid approximately $2.5 million. Oppenheimer also received approximately $1.3 million in contribution from two other parties involved in the matter, making Oppenheimer’s net payment equal to approximately $1.2 million. The Company considers this matter now closed.

The Company operates in all state jurisdictions in the United States and is thus subject to regulation and enforcement under the laws and regulations of each of these jurisdictions. The Company has been and expects that it will continue to be subject to investigations and some or all of these may result in enforcement proceedings as a result of its business conducted in the various states.

As part of its ongoing business, the Company records reserves for legal expenses, judgments, fines and/or awards attributable to litigation and regulatory matters. In connection therewith, the Company has maintained its legal reserves at levels it believes will resolve outstanding matters, but may increase or decrease such reserves as matters warrant. In accordance with applicable accounting guidance, the Company establishes reserves for litigation and regulatory matters when those matters present loss contingencies that are both probable and reasonably estimable. When loss contingencies are not both probable and reasonably estimable, the Company does not establish reserves. In some of the matters described under “Legal Proceedings”, loss contingencies are not probable and reasonably estimable in the view of management and, accordingly, reserves have not been established for those matters. See “Legal Proceedings” herein and note 13 to the consolidated financial statements appearing in Item 8.

Business Continuity

The Company is committed to an on-going investment in its technology and communications infrastructure including extensive business continuity planning and investment. These costs are on-going and the Company believes that current and future costs will exceed historic levels due to business and regulatory requirements. This investment increased in 2008 and 2009 as a result of the January 2008 acquisition of certain businesses from CIBC and the Company’s need to build out its platform to accommodate these businesses. Then Company made infrastructure investments for technology in 2010 when it built a new data center both to accommodate its existing and future business and to restructure its disaster recovery planning. The move to new headquarters will require additional outlays for this purpose although considerable savings will be realized by the availability of independent electric generating capacity for the entire building which will support the Company’s infrastructure and occupancy.

54

The fourth quarter of 2012 was impacted by Superstorm Sandy which occurred on October 29^th causing the Company to vacate its two principal offices in downtown Manhattan and displaced 800 of the Company’s employees including substantially all of its capital markets, operations and headquarters staff for in excess of 30 days. During the displacement period the Company successfully implemented its business continuity plan by relocating personnel from both of its downtown Manhattan locations into other branch offices and back-up facilities in the region. Other than the closure of the financial markets for two business days, the Company was able to successfully clear and settle open trades that took place prior to the storm and to get its trading, operations, technology, and other support functions mobilized to process business once the financial markets reopened. As a result of the dislocation, the Company received rent abatement credits of $1.7 million for its two downtown buildings and incurred rent and other costs of approximately $500,000 to accommodate displaced employees.

Outlook

The Company’s long-term plan is to continue to expand existing offices by hiring experienced professionals as well as through the purchase of operating branch offices from other broker dealers or the opening of new branch offices in attractive locations, thus maximizing the potential of each office and the development of existing trading, investment banking, investment advisory and other activities. Equally important is the search for viable acquisition candidates. As opportunities are presented, it is the long-term intention of the Company to pursue growth by acquisition where a comfortable match can be found in terms of corporate goals and personnel at a price that would provide the Company’s stockholders with incremental value. The Company may review potential acquisition opportunities, and will continue to focus its attention on the management of its existing business. In addition, the Company is committed to improving its technology capabilities to support client service and the expansion of its capital markets capabilities.

Results of Operations

Net loss for the year ended December 31, 2012 was $3.6 million or $(0.27) per share compared to net profit of $10.3 million or $0.76 per share in 2011. Revenue for the year ended December 31, 2012 was $952.6 million, a decrease of less than 1% compared to $959.0 million in 2011.

The fourth quarter of 2012 was significantly impacted by the following matters. On January 31, 2013, a FINRA arbitration panel rendered a decision in the previously disclosed U.S. Airways case, filed in February 2009, resulting in an award against the Company’s subsidiary, Oppenheimer, in the amount of $30 million including interest and costs on a claim of approximately $140 million (adjusted down from $253 million). The effect of the award resulted in a fourth quarter after-tax charge of $17.9 million. The Company is extremely disappointed with the decision of the panel and will pursue its previously filed arbitration against Deutsche Bank covering many of the issues in this case in an effort to recover the amount of the award plus all associated costs of the case.

The Company, the ultimate parent of Oppenheimer, has contributed capital into Oppenheimer, in an amount equal to the net after tax effect of the award. Accordingly, the regulatory capital of Oppenheimer did not change as a result of the award.

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Separately, at the end of 2012, all contingencies expired related to five year contingent consideration issued as part of the Company’s acquisition of the U.S. capital markets division from CIBC in January 2008. As a result, the Company recorded a non-cash adjustment reducing occupancy expenses in the amount of $6.8 million, on an after-tax basis. Also, during the fourth quarter of 2012, the Company recorded after-tax credits of $1.9 million related to state investment and employment incentives for investments previously made. The net effect of these three items was an after-tax charge of $9.2 million for the period.

The fourth quarter of 2012 was also impacted by Superstorm Sandy which occurred on October 29^th causing the Company to vacate its two principal offices in downtown Manhattan and displaced 800 of the Company’s employees including substantially all of its capital markets, operations and headquarters staff for in excess of 30 days. As a result of the dislocation, the Company received rent abatement credits of $1.7 million for its two downtown buildings and incurred rent and other costs of approximately $500,000 to accommodate displaced employees.

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The following table sets forth the amount and percentage of the Company’s revenue from each principal source for each of the following years ended December 31:

Amounts are expressed in thousands of dollars.

	2012		%			2011		%			2010		%
Commissions	$	469,865		49	%	$	492,228		51	%	$	537,730		52	%
Principal transactions, net		54,311		6	%		47,660		5	%		78,384		8	%
Interest		57,662		6	%		56,779		6	%		45,871		4	%
Investment banking		89,477		10	%		119,202		12	%		134,906		13	%
Advisory fees		222,732		23	%		197,097		21	%		187,888		18	%
Other		58,565		6	%		46,026		5	%		51,494		5	%
Total revenue	$	952,612		100	%	$	958,992		100	%	$	1,036,273		100	%

The Company derives most of its revenue from the operations of its principal subsidiaries, Oppenheimer and OAM. Although maintained as separate entities, the operations of the Company’s brokerage subsidiaries both in the U.S. and other countries are closely related because Oppenheimer acts as clearing broker and omnibus clearing agent in transactions initiated by these subsidiaries. Except as expressly otherwise stated, the discussion below pertains to the operations of Oppenheimer.

The following table and discussion summarizes the changes in the major revenue and expense categories for the past two years:

Amounts are expressed in thousands of dollars.

	Period to Period Change
	Increase (Decrease)
	2012 versus 2011						2011 versus 2010
	Amount			Percentage			Amount			Percentage
Revenue
Commissions	$	(22,363	)		-5	%	$	(45,502	)		-8	%
Principal transactions, net		6,651			+14	%		(30,724	)		-39	%
Interest		883			+2	%		10,908			+24	%
Investment banking		(29,725	)		-25	%		(15,704	)		-12	%
Advisory fees		25,635			+13	%		9,209			+5	%
Other		12,539			+27	%		(5,468	)		-11	%
Total revenue		(6,380	)		-1	%		(77,281	)		-7	%
Expenses
Compensation and related expenses		(356	)		0	%		(49,274	)		-7	%
Clearing and exchange fees		(1,241	)		-5	%		(763	)		-3	%
Communications and technology		686			+1	%		(2,027	)		-3	%
Occupancy and equipment costs		(13,691	)		-18	%		2,120			+3	%
Interest		(2,940	)		-8	%		12,276			+48	%
Other		29,537			26	%		10,530			+10	%
Total expenses		11,995			1.3	%		(27,138	)		-3	%
Loss before income taxes		(18,375	)		-103	%		(50,143	)		-74	%
Income tax benefit		(4,907	)		-94	%		(21,980	)		-81	%
Net loss		(13,468	)		-107	%		(28,163	)		-69	%
Net profit attributable to non-controlling interest, net of tax		461			+20	%		53			2	%
Net loss attributable to the Company	$	(13,929	)		-135	%	$	(28,216	)		-73	%

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Fiscal 2012 compared to Fiscal 2011

Revenue

Commission revenue was $469.9 million in the year ended December 31, 2012, a decrease of 4.5% compared to $492.2 million in 2011 due to a lower volume of business in the year ended December 31, 2012 compared to 2011.

Principal transactions revenue was $54.3 million in the year ended December 31, 2012, an increase of 14.0% compared to $47.7 million in 2011. Revenue from equities, corporate bonds, agencies and municipals trading as well as an increase in the value of the Company’s investments added $17.4 million in the year ended December 31, 2012 compared to 2011. These gains were offset by decreases of $9.6 million in U.S. government and agencies trading and repurchase agreements as well as the negative effect of the valuation adjustment for auction rate securities owned and committed to purchase from clients of $3.1 million.

Interest revenue was $57.7 million in the year ended December 31, 2012, an increase of 1.6% compared to $56.8 million in 2011. The increase is primarily attributable to an increase of $4.8 million in interest from higher holdings of U.S. government and agencies and reverse repurchase agreements in the year ended December 31, 2012 compared to 2011. This increase was partially offset by a decrease of $3.2 million in margin and other interest income.

Investment banking revenue was $89.5 million in the year ended December 31, 2012, a decrease of 24.9% compared to $119.2 million in 2011 primarily due a decrease of $28.1 million in revenue from corporate finance advisory fees as well as a decrease in revenue from equity issuances of $2.9 million in 2012 compared to the same period in 2011.

Advisory fees were $222.7 million in the year ended December 31, 2012, an increase of 13.0% compared to $197.1 million in 2011. Asset management fees increased by $17.3 million for the year ended December 31, 2012 compared to 2011 as a result of an increase in the value of assets under management during the year. Incentive fee income increased by $8.3 million in the year ended December 31, 2012 compared to 2011.

Other revenue was $58.6 million in the year ended December 31, 2012, an increase of 27.2% compared to $46.0 million in 2011 primarily due to an increase of $5.5 million in the fair value of our Company-owned life insurance policies that support our deferred compensation plans. In addition, fees generated by Oppenheimer Multifamily Housing & Healthcare Finance, Inc. increased $7.1 million in the year ended December 31, 2012 compared to 2011.

Expenses

Compensation and related expenses were $626.4 million in the year ended December 31, 2012, essentially flat compared to $626.8 million in 2011.

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Clearing and exchange fees were $23.8 million in the year ended December 31, 2012, a decrease of 5.0% compared to $25.0 million in 2011 primarily stemming from a $1.3 million decrease in floor brokerage fees in the year ended December 31, 2012 compared to 2011. This decrease relates to the decrease in commission business described above.

Communications and technology expenses were $63.4 million for the year ended December 31, 2012, an increase of 1.1% compared to $62.7 million in 2011 due primarily to an increase in information technology-related expenses in the year ended December 31, 2012 compared to 2011.

Occupancy and equipment costs were $62.8 million for the year ended December 31, 2012, a decrease of 17.9% compared to $76.5 million in 2011. At the end of 2012, all contingencies expired related to five year contingent consideration issued as part of the Company’s acquisition of the U.S. capital markets division from Canadian Imperial Bank of Commerce in January 2008. As a result, the Company recorded a non-cash adjustment reducing occupancy expenses in the amount of $11.3 million.

Interest expense was $35.1 million in the year ended December 31, 2012, a decrease of 7.7% compared to $38.0 million in 2011 primarily due to decreased interest expenses incurred on repurchase agreements held by the government trading desk for the year ended December 31, 2012 compared to that of 2011.

Other expenses were $141.7 million for the year ended December 31, 2012, an increase of 26.3% compared to $112.2 million in 2011 due to the outcome of the U.S. Airways arbitration as discussed above.

During the three months ended June 30, 2012, the Company recorded adjustments of $1.3 million, net of taxes, related to the prior periods to establish additional reserves for taxes and adjust related interest. During the three month period ended December 31, 2012 the Company recorded tax credits of $1.9 million (net of Federal taxes) related to state investment and employment incentives for investments previously made.

Fiscal 2011 compared to Fiscal 2010

Revenue

Commission revenue was $492.2 million in the year ended December 31, 2011, a decrease of 8.5% compared to $537.7 million in 2010.

Principal transactions revenue was $47.7 million in the year ended December 31, 2011 compared to $78.4 million in 2010, a decrease of 39.2%. The decrease primarily stems from lower fixed income trading revenue ($52.4 million for the year ended December 31, 2011 compared to $66.9 million in 2010).

Interest revenue was $56.8 million in the year ended December 31, 2011, an increase of 23.8% compared to $45.9 million in 2010. The increase is primarily attributable to interest earned by the government trading desk.

Investment banking revenue was $119.2 million in the year ended December 31, 2011, a decrease of 11.6% compared to $134.9 million in 2010 primarily due to a drop in business in the third and fourth quarters of 2011 arising from uncertainty relating to credit issues in Europe.

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Advisory fees were $197.1 million in the year ended December 31, 2011, an increase of 4.9% compared to $187.9 million in 2010. Asset management fees increased by $11.6 million for the year ended December 31, 2011 compared to 2010 as a result of an increase in the value of assets under management during the period. Incentive fee income decreased by $4.9 million in the year ended December 31, 2011 compared to 2010. In addition, fees from money market funds decreased by $2.4 million for the year ended December 31, 2011 compared to 2010 as a result of waivers of $25.6 million in the year ended December 31, 2011 on fees that otherwise would have been due from money market funds ($22.7 million during the year ended December 31, 2010).

Other revenue was $46.0 million in the year ended December 31, 2011, a decrease of 10.6% compared to $51.5 million in 2010 primarily due to a decrease of $6.9 million in the fair value of our Company-owned life insurance policies that support our deferred compensation plans. In addition, there was a decrease in fees from FDIC insured deposits of $2.8 million. These decreases were partially offset by an increase of $2.1 million in fees generated by OMHHF. in the year ended December 31, 2011 compared to 2010.

Expenses

Compensation and related expenses were $626.8 million in the year ended December 31, 2011, a decrease of 7.3% compared to $676.0 million in 2010 primarily due to lower commission revenue resulting in a corresponding decrease in brokers’ commission-based compensation as well as a decrease in incentive compensation in line with the decline in operating results of the Company in 2011 compared to 2010.

Clearing and exchange fees were $25.0 million in the year ended December 31, 2011, a decrease of 3.0% compared to $25.8 million in 2010.

Communications and technology expenses were $62.7 million for the year ended December 31, 2011, a decrease of 3.1% compared to $64.7 million in 2010 due primarily to a reduction of $1.4 million in IT-related expenses in the year ended December 31, 2011 compared to 2010.

Occupancy and equipment costs were $76.5 million for the year ended December 31, 2011, an increase of 2.9% compared to $74.4 million in 2010 primarily due to overlapping rent expense and write-offs of $2.4 million related to the move of our corporate headquarters as described above.

Interest expense was $38.0 million in the year ended December 31, 2011, an increase of 47.7% compared to $25.8 million in 2010 primarily due to higher interest costs of $8.5 million on the senior secured note which was used to refinance the Senior Secured Credit Note and the Subordinated Note on April 12, 2011. In addition, interest expense incurred on positions and repurchase agreements held by the government trading desk increased by $3.2 million for the year ended December 31, 2011 compared to 2010.

Other expenses were $112.2 million for the year ended December 31, 2011, an increase of 10.4% compared to $101.6 million in 2010 primarily due to an increase in legal costs of approximately $6.2 million as a result of increased client litigation and arbitration activity as well as increased external portfolio manager fees of $5.7 million.

The 2011 effective tax rate was 29.3% compared to 40.0% in 2010. The decrease in the effective tax rate reflects a significant decrease in pretax book earnings that magnifies the impact of permanent differences. The effective tax rate in 2011 was also favorably impacted by life insurance proceeds received in 2011 and by adjustments to reflect 2010 tax returns as filed.

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Liquidity and Capital Resources

Total assets at December 31, 2012 decreased by 24.1% from December 31, 2011 due to a reduction in government securities positions and repurchase transactions. The Company satisfies its need for short-term funds from internally generated funds and collateralized and uncollateralized borrowings, consisting primarily of bank loans, stock loans, uncommitted lines of credit, and warehouse facilities. The Company finances its trading in government securities through the use of repurchase agreements. The Company’s longer-term capital needs are met through the issuance of the Notes (see “Refinancing” below). The amount of Oppenheimer’s bank borrowings fluctuates in response to changes in the level of the Company’s securities inventories and customer margin debt, changes in notes receivable from employees, investment in office facilities, changes in stock loan balances and financing through repurchase agreements. The Company believes that such availability will continue going forward but current conditions in the worldwide credit markets may make the availability of bank financing more challenging. Oppenheimer has arrangements with banks for borrowings on a fully-collateralized basis. At December 31, 2012, the Company had $128.3 million of such borrowings outstanding compared to outstanding borrowings of $27.5 million at December 31, 2011. The Company also has availability, on a limited basis, of short-term bank financing on an unsecured basis.

Volatility in the financial markets, and the continuance of credit and sovereign debt issues throughout the world, has had an adverse affect on the availability of credit through traditional sources. As a result of concerns around financial markets generally and the strength of counterparties specifically, a few lenders have reduced and, in some cases, ceased to provide funding to the Company on both a secured and unsecured basis. As of December 31, 2012, the Company did not have any exposure to European sovereign debt.

On August 5, 2011, Standard & Poor’s lowered its long term sovereign credit rating on the United States of America from AAA to AA+. Credit agencies have also reduced the credit ratings of various sovereign nations in recent months. While the ultimate impact of such action is inherently unpredictable, these downgrades could have a material adverse impact on financial markets and economic conditions throughout the world, including, specifically, the United States. Moreover, the market’s anticipation of these impacts could have a material adverse effect on our business, financial condition and liquidity. The negative impact that may result from these downgrades or any future downgrade could adversely affect our credit ratings, as well as those of our clients and/or counterparties and could require us to post additional collateral on loans collateralized by U.S. Treasury securities. The unprecedented nature of these and any future negative credit rating actions with respect to U.S. government obligations and the credit ratings of other sovereign nations may have an impact on our business, financial condition and liquidity. See Item 1A “Risk Factors- The recent downgrade of U.S. long term sovereign debt obligations and issues affecting the sovereign debt of European nations may adversely affect markets and our business”.

In February 2010, Oppenheimer finalized settlements with each of the New York Attorney General’s office (“NYAG”) and the Massachusetts Securities Division (“MSD” and, together with the NYAG, the “Regulators”) concluding investigations and administrative proceedings by the Regulators concerning Oppenheimer’s marketing and sale of ARS. Pursuant to those settlements and legal settlements, as of December 31, 2012, the Company purchased and holds approximately $77.1 million in ARS from its clients pursuant to several purchase offers and legal settlements. The Company’s purchases of ARS from its clients will, subject to the terms and conditions of the settlements with the regulators, continue on a periodic basis thereafter pursuant to the settlements with the Regulators. In addition, the Company is committed to purchase another $38.3 million in ARS from clients through 2016. The ultimate amount of ARS to be repurchased by the Company cannot be predicted with any certainty and will be impacted by redemptions by issuers and legal and other actions by clients during the relevant period, which cannot be predicted. The Company also held $150,000 on in ARS in its proprietary trading account as of December 31, 2012 as a result of the failed auctions in February 2008. These ARS positions primarily represent Auction Rate Preferred Securities issued by closed-end funds and, to a lesser extent, Municipal Auction Rate Securities which are municipal bonds wrapped by municipal bond insurance and Student Loan Auction Rate Securities which are asset-backed securities backed by student loans.

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As discussed in “Legal Proceedings” above, the Company was required to make a $30 million payment to US Airways within 30 days resulting from the decision rendered by FINRA arbitration panel on January 31, 2013. The Company, the ultimate parent of Oppenheimer, has contributed capital into Oppenheimer, the broker-dealer, in an amount equal to the net after tax effect of the award.

Refinancing

On April 12, 2011, the Company completed the private placement of $200.0 million in aggregate principal amount of 8.75 percent Senior Secured Notes (“Notes”) due April 15, 2018 at par. The interest on the Notes is payable semi-annually on April 15^th and October 15^th. Proceeds from the private placement were used to retire the Morgan Stanley Senior Secured Credit Note due 2013 ($22.4 million) and the Subordinated Note due 2014 ($100.0 million) and for other general corporate purposes. The private placement resulted in the fixing of the interest rate over the term of the Notes compared to the variable rate debt that was retired and an extension of the debt maturity dates as described above. The cost to issue the Notes was approximately $4.6 million which has been capitalized in the second quarter of 2011 and will be amortized over the period of the Notes. The Company wrote off $344,000 in unamortized debt issuance costs related to the Senior Secured Credit Note during the second quarter of 2011. Additionally, as a result of the retirement of the Subordinated Note, the effective portion of the net loss of $1.3 million related to the interest rate cap cash flow hedge has been reclassified from accumulated other comprehensive income (loss) on the condensed consolidated balance sheet to interest expense on the condensed consolidated statement of operations during the second quarter of 2011.

Interest expense as well as interest paid for the year ended December 31, 2012 on the Notes was $17.1 million.

The indenture for the Notes contains covenants which place restrictions on the incurrence of indebtedness, the payment of dividends, sale of assets, mergers and acquisitions and the granting of liens. The Notes provide for events of default including nonpayment, misrepresentation, breach of covenants and bankruptcy. The Company’s obligations under the Notes are guaranteed, subject to certain limitations, by the same subsidiaries that guaranteed the obligations under the Senior Secured Credit Note and the Subordinated Note which were retired. These guarantees may be shared, on a senior basis, under certain circumstances, with newly incurred debt outstanding in the future. The Notes were filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011. At December 31, 2012, the Company was in compliance with all of its covenants.

On July 12, 2011, the Company’s Registration Statement on Form S-4, filed to register the exchange of the Notes for fully registered Notes, was declared effective by the SEC. The Exchange Offer was completed in its entirety on August 9, 2011.

In November 2011, the Company repurchased $5.0 million of its Notes at a cost of $4.7 million resulting in the recording of a gain of $300,000 during the fourth quarter of 2011. The Company continued to hold these Notes at December 31, 2012.

On April 4, 2012, the Company’s Registration Statement on Form S-3 filed to enable the Company to act as a market maker in connection with the Notes was declared effective by the SEC.

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Liquidity

For the most part, the Company’s assets consist of cash and assets which can be readily converted into cash. Receivable from dealers and clearing organizations represents deposits for securities borrowed transactions, margin deposits or current transactions awaiting settlement. Receivable from customers represents margin balances and amounts due on transactions awaiting settlement. Our receivables are, for the most part, collateralized by marketable securities. The Company’s collateral maintenance policies and procedures are designed to limit the Company’s exposure to credit risk. Securities owned, with the exception of the ARS, are mainly comprised of actively trading, readily marketable securities. The Company advanced $14.6 million in forgivable notes, to financial advisers (which are inherently illiquid) for the year ended December 31, 2012 ($15.7 million for the year ended December 31, 2011) as upfront or backend inducements. The amount of funds allocated to such inducements will vary with market conditions and available opportunities.

The Company satisfies its need for short-term liquidity from internally generated funds, collateralized and uncollateralized bank borrowings, stock loans and repurchase agreements and warehouse facilities. Bank borrowings are collateralized by firm and customer securities. In addition, letters of credit are issued in the normal course of business to satisfy certain collateral requirements in lieu of depositing cash or securities.

The Company does not repatriate the earnings of its foreign subsidiaries. Foreign earnings are permanently reinvested for the use of the foreign subsidiaries and therefore these foreign earnings are not available to satisfy the domestic liquidity requirements of the Company.

The Company obtains short-term borrowings primarily through bank call loans. Bank call loans are generally payable on demand and bear interest at various rates not exceeding the broker call rate. At December 31, 2012, bank call loans were $128.3 million ($27.5 million at December 31, 2011). The average bank loan outstanding for the year ended December 31, 2012 was $73.2 million ($92.7 million for the year ended December 31, 2011). The largest bank loan outstanding for the year ended December 31, 2012 was $316.3 million ($240.1 million for the year ended December 31, 2011). The average weighted interest rate on bank call loans applicable on December 31, 2012 was 1.23%.

At December 31, 2012, stock loan balances totaled $190.4 million ($318.8 million at December 31, 2011). The average daily stock loan balance for the year ended December 31, 2012 was $290.3 million ($349.3 million for the year ended December 31, 2011). The largest stock loan balance for the year ended December 31, 2012 was $400.5 million ($471.9 million for the year ended December 31, 2011).

The Company finances its government trading operations through the use of securities purchased under agreement to repurchase (“repurchase agreements”) and securities sold under agreement to resell (“reverse repurchase agreements”). Except as described below, repurchase and reverse repurchase agreements, principally involving government and agency securities, are carried at amounts at which securities subsequently will be resold or reacquired as specified in the respective agreements and include accrued interest. Repurchase and reverse repurchase agreements are presented on a net-by-counterparty basis, when the repurchase and reverse repurchase agreements are executed with the same counterparty, have the same explicit settlement date, are executed in accordance with a master netting arrangement, the securities underlying the repurchase and reverse repurchase agreements exist in “book entry” form and certain other requirements are met.

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Certain of the Company’s repurchase agreements and reverse repurchase agreements are carried at fair value as a result of the Company’s fair value option election. The Company elected the fair value option for those repurchase agreements and reverse repurchase agreements that do not settle overnight or have an open settlement date or that are not accounted for as purchase and sale agreements (such as repo-to-maturity transactions described above). The Company has elected the fair value option for these instruments to more accurately reflect market and economic events in its earnings and to mitigate a potential imbalance in earnings caused by using different measurement attributes (i.e. fair value versus carrying value) for certain assets and liabilities. At December 31, 2012, the fair value of the reverse repurchase agreements and repurchase agreements were $nil and $nil, respectively.

At December 31, 2012, the gross balances of reverse repurchase agreements and repurchase agreements were $1.2 billion and $1.6 billion, respectively. The average daily balance of reverse repurchase agreements and repurchase agreements on a gross basis for the year ended December 31, 2012 was $6.0 billion and $6.8 billion, respectively ($6.6 billion and $7.6 billion, respectively, for the year ended December 31, 2011). The largest amount of reverse repurchase agreements and repurchase agreements outstanding on a gross basis during the year ended December 31, 2012 was $8.8 billion and $9.6 billion, respectively ($9.3 billion and $12.7 billion, respectively, for the year ended December 31, 2011).

At December 31, 2012, the notional value of the repo-to-maturity was $nil. The average balance for the repo-to-maturity for the three months ended December 31, 2012 was $nil. At December 31, 2012, the gross leverage ratio was 5.3.

OMHHF, which is engaged in mortgage brokerage and servicing, has obtained an uncommitted warehouse facility line through PNC Bank (“PNC”) under which OMHHF pledges Federal Housing Administration (“FHA”) guaranteed mortgages for a period of up to 10 business days and PNC table funds the principal payment to the mortgagee. OMHHF repays PNC upon the securitization of the mortgage by the Government National Mortgage Association (“GNMA”) and the delivery of the security to the counter party for payment pursuant to a contemporaneous sale on the date the mortgage is funded. At December 31, 2012, OMHHF had $8.1 million outstanding under the warehouse facility line at a variable interest rate of 1 month LIBOR plus 1.85%. Interest expense for the year ended December 31, 2012 was $895,000 ($1.7 million in 2011).

On January 31, 2013, a FINRA arbitration panel rendered a decision in the previously disclosed U.S. Airways case, filed in February 2009, resulting in an award against Oppenheimer, in the amount of $30 million including interest and costs on a claim of approximately $140 million (adjusted down from $253 million). The effect of the award resulted in a fourth quarter after-tax charge of $17.9 million. The Company, the ultimate parent of Oppenheimer, has contributed capital into Oppenheimer in an amount equal to the net after tax effect of the award. Accordingly, the Net Capital of Oppenheimer did not change as a result of the award. Oppenheimer paid its respective share of the award on February 25, 2013.

Liquidity Management

The Company manages its need for liquidity on a daily basis to ensure compliance with regulatory requirements. The Company’s liquidity needs may be affected by market conditions, increased inventory positions, business expansion and other unanticipated occurrences. In the event that existing financial resources do not satisfy the Company’s needs, the Company may have to seek additional external financing. The availability of such additional external financing may depend on market factors outside the Company’s control.

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Funding Risk

Expressed in thousands of dollars.

	For the year ended December 31,
	2012			2011
Cash provided by (used in) operating activities		$    (9,452	)		$    81,537
Cash used in investing activities		(14,739	)		(5,192	)
Cash provided by (used in) financing activities		89,228			(58,870	)
Net increase in cash and cash equivalents		$    65,037			$    17,475

Management believes that funds from operations, combined with the Company’s capital base and available credit facilities, are sufficient for the Company’s liquidity needs in the foreseeable future. (See Factors Affecting “Forward-Looking Statements”).

Other Matters

During the fourth quarter of 2012, the Company issued 5 shares of Class A Stock pursuant to the Company’s share-based compensation programs.

On November 23, 2012, the Company paid cash dividends of $0.11 per share of Class A and Class B Stock totaling approximately $1.5 million from available cash on hand.

On January 24, 2013, the Board of Directors declared a regular quarterly cash dividend of $0.11 per share of Class A and Class B Stock payable on February 22, 2013 to stockholders of record on February 8, 2013.

The book value of the Company’s Class A and Class B Stock was $36.80 at December 31, 2012 compared to $37.16 at December 31, 2011, based on total outstanding shares of 13,607,998 and 13,671,945, respectively.

The diluted weighted average number of shares of Class A and Class B Stock outstanding for the year ended December 31, 2012 was 13,602,205 compared to 13,936,733 outstanding in 2011.

Off-Balance Sheet Arrangements

Information concerning the Company’s off-balance sheet arrangements is included in note 4 to the consolidated financial statements appearing in Item 8. Such information is hereby incorporated by reference.

Contractual and Contingent Obligations

The Company has contractual obligations to make payments to CIBC in connection with the acquisition in the form of an earn-out to be paid in 2013. On April 12, 2011, the Company repaid the remaining debt assumed upon the acquisition from the proceeds of new senior secured notes issued in the amount of $200.0 million. See note 7 to the consolidated financial statements appearing in Item 8.

The following table sets forth the Company’s contractual and contingent commitments as at December 31, 2012.

65

Expressed in millions of dollars.

	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Minimum rentals(1)	$	323	$	42	$	72	$	55	$	154
Committed capital		5		5		0		0		0
Earn-out		25		25		0		0		0
Senior Secured Notes(2)		195		0		0		0		195
ARS purchase offers(3)		38		13		23		2		0
ARS arbitration award(4)		30		30		0		0		0
Total	$	616	$	115	$	95	$	57	$	349

(1) On July 15, 2011, the Company signed a lease to occupy seven floors at 85 Broad Street in New York City for a term of 15 years. The commitment of $185.4 million related to this lease has been included in the table.

(2) The Senior Secured Credit Note and the Subordinated Note were retired on April 12, 2011 and the Company issued $200 million in 8.75% Senior Secured Notes due April 15, 2018 and bought back $5 million in November 2011.

(3) Represents payments to be made pursuant to the ARS settlements entered into with Regulators in February 2010 as well as commitments to purchase ARS as a result of legal settlements.

(4) Represents amount due to U.S. Airways as a result of FINRA arbitration award rendered on January 31, 2013.

Inflation

Because the assets of the Company’s brokerage subsidiaries are highly liquid, and because securities inventories are carried at current market values, the impact of inflation generally is reflected in the financial statements. However, the rate of inflation affects the Company’s costs relating to employee compensation, rent, communications and certain other operating costs, and such costs may not be recoverable in the level of commissions or fees charged. To the extent inflation results in rising interest rates and has other adverse effects upon the securities markets, it may adversely affect the Company’s financial position and results of operations.

Factors Affecting “Forward-Looking Statements”

From time to time, the Company may publish “Forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act or make oral statements that constitute forward-looking statements. These forward-looking statements may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, new products, anticipated market performance, and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company cautions readers that a variety of factors could cause the Company’s actual results to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements. These risks and uncertainties, many of which are beyond the Company’s control, include, but are not limited to: (i) transaction volume in the securities markets, (ii) the volatility of the securities markets, (iii) fluctuations in interest rates, (iv) changes in regulatory requirements which could affect the cost and method of doing business and reduce returns, (v) fluctuations in currency rates, (vi) general economic conditions, both domestic and international, (vii) changes in the rate of inflation and the related impact on the securities markets, (viii) competition from existing financial institutions and other participants in the securities markets, (ix) legal developments affecting the litigation experience of the securities industry and the Company, including developments arising from the failure of the Auction Rate Securities markets and the results of pending litigation involving the Company, (x) changes in federal and state tax laws which could affect the popularity of products sold by the Company or impose taxes on securities transactions, (xi) the effectiveness of efforts to reduce costs and eliminate overlap, (xii) war and nuclear confrontation as well as political unrest and regime changes, (xiii) the Company’s ability to achieve its business plan, (xiv) corporate governance issues, (xv) the impact of the credit crisis and tight credit markets on business operations, (xvi) the effect of bailout, financial reform and related legislation including, without limitation, the Dodd-Frank Act and the proposed Volcker Rule, (xvii) the consolidation of the banking and financial services industry, (xviii) the effects of the economy on the Company’s ability to find and maintain financing options and liquidity, (xix) credit, operations, legal and regulatory risks, (xx) risks related to foreign operations, (xxi) risks related to the downgrade of U.S. long-term sovereign debt obligations and the sovereign debt of European nations, (xxii) risks related to the manipulation of LIBOR and (xxiii) the effects of Hurricane Sandy and the relocation of critical Company personnel. There can be no assurance that the Company has correctly or completely identified and assessed all of the factors affecting the Company’s business. The Company does not undertake any obligation to publicly update or revise any forward-looking statements. See Item 1A – Risk Factors.

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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Management

The Company’s principal business activities by their nature involve significant market, credit and other risks. The Company’s effectiveness in managing these risks is critical to its success and stability.

As part of its normal business operations, the Company engages in the trading of both fixed income and equity securities in both a proprietary and market-making capacity. The Company makes markets in over-the-counter equities in order to facilitate order flow and accommodate its institutional and retail customers. The Company also makes markets in municipal bonds, mortgage-backed securities, government bonds and high yield bonds and short term fixed income securities and loans issued by various corporations.

Market Risk. Market risk generally means the risk of loss that may result from the potential change in the value of a financial instrument as a result of fluctuations in interest and currency exchange rates and in equity and commodity prices. Market risk is inherent in all types of financial instruments, including both derivatives and non-derivatives. The Company’s exposure to market risk arises from its role as a financial intermediary for its customers’ transactions and from its proprietary trading and arbitrage activities.

Oppenheimer monitors market risks through daily profit and loss statements and position reports. Each trading department adheres to internal position limits determined by senior management and regularly reviews the age and composition of its proprietary accounts. Positions and profits and losses for each trading department are reported to senior management on a daily basis.

In its market-making activities, Oppenheimer must provide liquidity in the equities for which it makes markets. As a result of this, Oppenheimer has risk containment policies in place, which limit position size and monitor transactions on a minute-to-minute basis.

Credit Risk. Credit risk represents the loss that the Company would incur if a client, counterparty or issuer of securities or other instruments held by the Company fails to perform its contractual obligations. Given the recent issues in the credit markets, there has been an increased focus in the industry about credit risk. The Company follows industry practice to reduce credit risk related to various investing and financing activities by obtaining and maintaining collateral wherever possible. The Company adjusts margin requirements if it believes the risk exposure is not appropriate based on market conditions. When Oppenheimer advances funds or securities to a counterparty in a principal transaction or to a customer in a brokered transaction, it is subject to the risk that the counterparty or customer will not repay such advances. If the market price of the securities purchased or loaned has declined or increased, respectively, Oppenheimer may be unable to recover some or all of the value of the amount advanced. A similar risk is also present where a customer is unable to respond to a margin call and the market price of the collateral has dropped. In addition, Oppenheimer’s securities positions are subject to fluctuations in market value and liquidity.

67

In addition to monitoring the credit-worthiness of its customers, Oppenheimer imposes more conservative margin requirements than those of the NYSE. Generally, Oppenheimer limits customer loans to an amount not greater than 65% of the value of the securities (or 50% if the securities in the account are concentrated in a limited number of issues). Particular attention and more restrictive requirements are placed on more highly volatile securities traded in the NASDAQ market. In comparison, the NYSE permits loans of up to 75% of the value of the equity securities in a customer’s account. Further discussion of credit risk appears in note 4 to the Company’s consolidated financial statements appearing in Item 8.

Operational Risk. Operational risk generally refers to the risk of loss resulting from the Company’s operations, including, but not limited to, improper or unauthorized execution and processing of transactions, deficiencies in its operating systems, business disruptions and inadequacies or breaches in its internal control processes. The Company operates in diverse markets and it is reliant on the ability of its employees and systems to process high numbers of transactions often within short time frames. In the event of a breakdown or improper operation of systems, human error or improper action by employees, the Company could suffer financial loss, regulatory sanctions or damage to its reputation. In order to mitigate and control operational risk, the Company has developed and continues to enhance policies and procedures (including the maintenance of disaster recovery facilities and procedures related thereto) that are designed to identify and manage operational risk at appropriate levels. With respect to its trading activities, the Company has procedures designed to ensure that all transactions are accurately recorded and properly reflected on the Company’s books on a timely basis. With respect to client activities, the Company operates a system of internal controls designed to ensure that transactions and other account activity (new account solicitation, transaction authorization, transaction processing, billing and collection) are properly approved, processed, recorded and reconciled. The Company has procedures designed to assess and monitor counterparty risk. For details of funding risk, see Item 7 under the caption “Liquidity and Capital Resources”.

Legal and Regulatory Risk. Legal and regulatory risk includes the risk of non-compliance with applicable legal and regulatory requirements, client claims and the possibility of sizeable adverse legal judgments. The Company is subject to extensive regulation in the different jurisdictions in which it conducts its activities. Regulatory oversight of the securities industry has become increasingly intense over the past few years and the Company, as well as others in the industry, has been directly affected by this increased regulatory scrutiny. Timely and accurate compliance with regulatory requests has become increasingly problematic within the industry, and regulators have tended to bring enforcement proceedings in relation to such matters. See further discussion of these risks in Item 7 under the caption “Regulatory Environment”.

The Company has comprehensive procedures for addressing issues such as regulatory capital requirements, sales and trading practices, use of and safekeeping of customer funds and securities, granting of credit, collection activities, money laundering, and record keeping. The Company has designated Anti-Money Laundering Compliance Officers who monitor compliance with regulations under the U.S. Patriot Act. See further discussion of the Company’s reserve policy in Item 7, under the captions “Critical Accounting Estimates”, Item 3, “Legal Proceedings” and Item 1, “Regulation”.

68

Off-Balance Sheet Arrangements. In certain limited instances, the Company utilizes off-balance sheet arrangements to manage risk. See further discussion in note 4 to the consolidated financial statements appearing in Item 8.

Value-at-Risk. Value-at-risk is a statistical measure of the potential loss in the fair value of a portfolio due to adverse movements in underlying risk factors. In response to the SEC’s market risk disclosure requirements, the Company has performed a value-at-risk analysis of its trading of financial instruments and derivatives. The value-at-risk calculation uses standard statistical techniques to measure the potential loss in fair value based upon a one-day holding period and a 95% confidence level. The calculation is based upon a variance-covariance methodology, which assumes a normal distribution of changes in portfolio value. The forecasts of variances and co-variances used to construct the model, for the market factors relevant to the portfolio, were generated from historical data. Although value-at-risk models are sophisticated tools, their use can be limited as historical data is not always an accurate predictor of future conditions. The Company attempts to manage its market exposure using other methods, including trading authorization limits and concentration limits.

At December 31, 2012 and 2011, the Company’s value-at-risk for each component of market risk was as follows (in thousands of dollars):

	VAR for Fiscal 2012									VAR for Fiscal 2011
	High			Low			Average			High			Low			Average
Equity price risk	$	391		$	6		$	210		$	1,113		$	93		$	426
Interest rate risk		1,491			1,043			1271			2,225			1,437		$	1,766
Commodity price risk		108			77			90			152			136		$	133
Diversification benefit		(1,144	)		(630	)		(898	)		(1,672	)		(912	)		(1,163	)
Total	$	846		$	496		$	673		$	1,818		$	754		$	1,162

	VAR at December 31,
	2012			2011
Equity price risk	$	172		$	93
Interest rate risk		1,043			1,437
Commodity price risk		77			136
Diversification benefit		(760	)		(912	)
Total	$	532		$	754

The potential future loss presented by the total value-at-risk generally falls within predetermined levels of loss that should not be material to the Company’s results of operations, financial condition or cash flows. The changes in the value-at-risk amounts reported in 2012 from those reported in 2011 reflect changes in the size and composition of the Company’s trading portfolio at December 31, 2012 compared to December 31, 2011. The Company’s portfolio as at December 31, 2012 includes approximately $14.0 million ($13.2 million in 2011) in corporate equities, which are related to deferred compensation liabilities and which do not bear any value-at-risk to the Company. The Company used derivative financial instruments to hedge interest rate risk in fiscal 2011, including in connection with the Senior Secured Credit Note and the Subordinated Note, which is described in note 7 to the consolidated financial statements appearing in Item 8. Such information is hereby incorporated herein by reference. Further discussion of risk management appears in Item 7, “Management’s Discussion and Analysis of Financial Condition and the Results of Operations” and Item 1A, “Risk Factors”.

69

The value-at-risk estimate has limitations that should be considered in evaluating the Company’s potential future losses based on the year-end portfolio positions. Recent market conditions, including increased volatility, may result in statistical relationships that result in higher value-at-risk than would be estimated from the same portfolio under different market conditions. Likewise, the converse may be true. Critical risk management strategy involves the active management of portfolio levels to reduce market risk. The Company’s market risk exposure is continuously monitored as the portfolio risks and market conditions change.

70

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Management’s Report on Internal Control over Financial Reporting	72
Report of Independent Registered Public Accounting Firm	73
Consolidated Balance Sheets as at December 31, 2012 and 2011	75
Consolidated Statements of Operations for the three years ended December 31, 2012, 2011 and 2010	77
Consolidated Statements of Comprehensive Income (Loss) for the three years ended December  31, 2012, 2011 and 2010	78
Consolidated Statements of Changes in Stockholders’ Equity for the three years ended December  31, 2012, 2011 and 2010	79
Consolidated Statements of Cash Flows for the three years ended December 31, 2012, 2011 and 2010	80
Notes to Consolidated Financial Statements	82

71

Management’s Report on Internal Control over Financial Reporting

Management of Oppenheimer Holdings Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

As of December 31, 2012, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that the Company’s internal control over financial reporting as of December 31, 2012 was effective.

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets and provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.

The Company’s internal control over financial reporting as of December 31, 2012 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included herein, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012.

72

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Oppenheimer Holdings Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Oppenheimer Holdings Inc. and its subsidiaries at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

73

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 6, 2013

74

OPPENHEIMER HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

AS AT DECEMBER 31,

(Expressed in thousands of dollars)	2012		2011
ASSETS
Cash and cash equivalents	$	135,366	$	70,329
Cash and securities segregated for regulatory and other purposes		33,000		30,086
Deposits with clearing organizations		25,954		35,816
Receivable from brokers and clearing organizations		479,699		288,113
Receivable from customers, net of allowance for credit losses of $2,256 ($2,548 in 2011)		817,941		837,822
Income taxes receivable		451		6,743
Securities purchased under agreements to resell		—		847,688
Securities owned, including amounts pledged of $569,995 ($653,651 in 2011), at fair value		759,742		924,541
Notes receivable, net		47,324		54,044
Office facilities, net		28,332		16,976
Deferred tax assets, net		16,340		—
Intangible assets, net		31,700		35,589
Goodwill		137,889		137,889
Other		164,282		241,803
	$	2,678,020	$	3,527,439

(Continued on next page)

The accompanying notes are an integral part of these consolidated financial statements.

75

OPPENHEIMER HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

AS AT DECEMBER 31,

(Expressed in thousands of dollars)	2012		2011
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Drafts payable	$	56,586	$	51,848
Bank call loans		128,300		27,500
Payable to brokers and clearing organizations		204,218		335,610
Payable to customers		692,378		479,896
Securities sold under agreements to repurchase		392,391		1,508,493
Securities sold, but not yet purchased, at fair value		173,450		69,415
Accrued compensation		150,434		144,283
Accounts payable and other liabilities		180,262		184,669
Senior secured note		195,000		195,000
Deferred tax liabilities, net		—		10,302
Excess of fair value of acquired assets over cost		—		7,020
		2,173,019		3,014,036
Stockholders’ equity
Share capital
Class A non-voting common stock (2012 – 13,508,318 shares issued and outstanding 2011 – 13,572,265 shares issued and outstanding)		62,048		62,593
Class B voting common stock 99,680 shares issued and outstanding		133		133
		62,181		62,726
Contributed capital		39,231		36,832
Retained earnings		399,121		408,720
Accumulated other comprehensive income (loss)		207		(208	)
Total Oppenheimer Holdings Inc. stockholders’ equity		500,740		508,070
Non-controlling interest		4,261		5,333
		505,001		513,403
	$	2,678,020	$	3,527,439

The accompanying notes are an integral part of these consolidated financial statements.

76

OPPENHEIMER HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31,

(Expressed in thousands of dollars, except per share amounts)	2012			2011		2010
REVENUE
Commissions	$	469,865		$	492,228	$	537,730
Principal transactions, net		54,311			47,660		78,384
Interest		57,662			56,779		45,871
Investment banking		89,477			119,202		134,906
Advisory fees		222,732			197,097		187,888
Other		58,565			46,026		51,494
		952,612			958,992		1,036,273
EXPENSES
Compensation and related expenses		626,411			626,767		676,041
Clearing and exchange fees		23,750			24,991		25,754
Communications and technology		63,359			62,673		64,700
Occupancy and equipment costs		62,818			76,509		74,389
Interest		35,086			38,026		25,750
Other		141,715			112,178		101,648
		953,139			941,144		968,282
Profit (loss) before income taxes		(527	)		17,848		67,991
Income tax provision		324			5,231		27,211
Net profit (loss) for the year		(851	)		12,617		40,780
Less net profit attributable to non-controlling interest, net of tax		2,762			2,301		2,248
Net profit (loss) attributable to Oppenheimer Holdings Inc.	$	(3,613	)	$	10,316	$	38,532
Earnings (loss) per share attributable to Oppenheimer Holdings Inc.
Basic	$	(0.27	)	$	0.76	$	2.89
Diluted	$	(0.27	)	$	0.74	$	2.77
Weighted average shares
Basic		13,602,205			13,638,087		13,340,846
Diluted		13,602,205			13,936,733		13,897,261

The accompanying notes are an integral part of these consolidated financial statements.

77

OPPENHEIMER HOLDINGS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31,

(Expressed in thousands of dollars)	2012			2011			2010
Net profit (loss) for the year	$	(851	)	$	12,617		$	40,780
Other comprehensive income (loss):
Currency translation adjustment		415			(1,737	)		1,597
Change in cash flow hedges, net of tax		—			1,322			(847	)
Comprehensive income (loss) for the year	$	(436	)	$	12,202		$	41,530

The accompanying notes are an integral part of these consolidated financial statements.

78

OPPENHEIMER HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31,

(Expressed in thousands of dollars)	2012			2011			2010
Share capital
Balance at beginning of year	$	62,726		$	51,901		$	47,824
Issuance of Class A non-voting common stock		1,321			10,825			4,077
Repurchase of Class A non-voting common stock for cancellation		(1,866	)		—			—
Balance at end of year	$	62,181		$	62,726		$	51,901
Contributed capital
Balance at beginning of year	$	36,832		$	47,808		$	41,978
Tax shortfall from share-based awards		(720	)		(1,629	)		(71	)
Share-based expense		3,601			4,039			7,611
Vested employee share plan awards		(1,316	)		(13,386	)		(1,710	)
Acquisition of non-controlling interest		834			—			—
Balance at end of year	$	39,231		$	36,832		$	47,808
Retained earnings
Balance at beginning of year	$	408,720		$	404,414		$	371,753
Net profit (loss) for the year attributable to Oppenheimer Holdings Inc.		(3,613	)		10,316			38,532
Dividends paid ($0.44 per share)		(5,986	)		(6,010	)		(5,871	)
Balance at end of year	$	399,121		$	408,720		$	404,414
Accumulated other comprehensive income (loss)
Balance at beginning of year	$	(208	)	$	207		$	(543	)
Currency translation adjustment		415			(1,737	)		1,597
Change in cash flow hedges, net of tax		—			1,322			(847	)
Balance at end of year	$	207		$	(208	)	$	207
Stockholders’ Equity of Oppenheimer Holdings Inc.	$	500,740		$	508,070		$	504,330
Non-controlling interest
Balance at beginning of year	$	5,333		$	3,032		$	—
Grant of non-controlling interest		—			—			784
Net profit attributable to non-controlling interest, net of tax		2,762			2,301			2,248
Acquisition of non-controlling interest		(3,834	)		—			—
Balance at end of year	$	4,261		$	5,333		$	3,032
Total Stockholders’ Equity	$	505,001		$	513,403		$	507,362

The accompanying notes are an integral part of these consolidated financial statements.

79

OPPENHEIMER HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31,

(Expressed in thousands of dollars)	2012			2011			2010
Cash flows from operating activities:
Net profit (loss) for the year	$	(851	)	$	12,617		$	40,780
Adjustments to reconcile net profit (loss) to net cash provided by operating activities:
Non-cash items included in net profit/(loss):
Depreciation and amortization of office facilities and leasehold improvements		10,466			11,899			12,448
Deferred income taxes		(26,642	)		(745	)		31,606
Amortization of notes receivable		19,515			19,699			19,657
Amortization of debt issuance costs		639			986			643
Amortization of intangible assets		3,889			5,390			4,324
Provision for (reversal of) credit losses		(292	)		(168	)		338
Share-based compensation		4,191			1,100			4,242
Reduction of excess of fair value of acquired assets over cost		(7,020	)		—			—
Decrease (increase) in operating assets:
Cash and securities segregated for regulatory and other purposes		(2,914	)		(165	)		(1,456	)
Deposits with clearing organizations		9,862			(12,588	)		2,570
Receivable from brokers and clearing Organizations		(191,586	)		14,731			88,068
Receivable from customers		20,173			87,163			(98,497	)
Income taxes receivable		6,292			371			(2,679	)
Securities purchased under agreements to resell		847,688			(500,618	)		(183,245	)
Securities owned		164,799			(557,522	)		(129,848	)
Notes receivable		(12,795	)		(13,957	)		(18,047	)
Other assets		70,214			(42,105	)		(70,150	)
Increase (decrease) in operating liabilities:
Drafts payable		4,738			(9,207	)		12,958
Payable to brokers and clearing Organizations		(131,392	)		(35,765	)		(64,168	)
Payable to customers		212,482			72,980			(81,445	)
Securities sold under agreements to repurchase		(1,116,102	)		1,118,037			234,831
Securities sold, but not yet purchased		104,035			(90,637	)		28,313
Accrued compensation		5,566			(31,614	)		(19,366	)
Accounts payable and other liabilities		(4,407	)		31,655			50,846
Cash provided by (used in) operating activities		(9,452	)		81,537			(137,277	)

The accompanying notes are an integral part of these consolidated financial statements.

(Continued on next page)

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OPPENHEIMER HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

FOR THE YEAR ENDED DECEMBER 31,

(Expressed in thousands of dollars)	2012			2011			2010
Cash flows from investing activities:
Purchase of office facilities		(14,739	)		(5,192	)		(12,157	)
Cash used in investing activities		(14,739	)		(5,192	)		(12,157	)
Cash flows from financing activities:
Cash dividends paid on Class A non-voting and Class B voting common stock		(5,986	)		(6,010	)		(5,871	)
Issuance of Class A non-voting common stock		—			337			2,312
Repurchase of Class A non-voting common stock for cancellation		(1,866	)		—			—
Tax shortfall from share-based awards		(720	)		(1,629	)		(71	)
Debt issuance costs		—			(4,565	)		—
Issuance of senior secured note		—			200,000			—
Buy back of senior secured note		—			(5,000	)		—
Repayment of subordinated note		—			(100,000	)		—
Repayments of senior secured credit note		—			(22,503	)		(10,000	)
Acquisition of non-controlling interest		(3,000	)		—			—
Increase (decrease) in bank call loans, net		100,800			(119,500	)		147,000
Cash provided by (used in) financing activities		89,228			(58,870	)		133,370
Net increase (decrease) in cash and cash equivalents		65,037			17,475			(16,064	)
Cash and cash equivalents, beginning of year		70,329			52,854			68,918
Cash and cash equivalents, end of year	$	135,366		$	70,329		$	52,854
Schedule of non-cash financing activities:
Employee share plan issuance	$	1,321		$	10,488		$	1,765
Supplemental disclosure of cash flow Information:
Cash paid during the year for interest	$	38,692		$	30,697		$	15,938
Cash paid (refunded) during the year for income taxes	$	14,254		$	7,993		$	(3,350	)

The accompanying notes are an integral part of these consolidated financial statements.

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OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

1. Summary of significant accounting policies

Basis of Presentation

Oppenheimer Holdings Inc. (“OPY”) is incorporated under the laws of the State of Delaware. The consolidated financial statements include the accounts of OPY and its subsidiaries (together, the “Company”). The principal subsidiaries of OPY are Oppenheimer & Co. Inc. (“Oppenheimer”), a registered broker dealer in securities, Oppenheimer Asset Management Inc. (“OAM”) and its wholly owned subsidiary, Oppenheimer Investment Management Inc. (“OIM”), both registered investment advisors under the Investment Advisors Act of 1940, Oppenheimer Trust Company (“Oppenheimer Trust”), a limited purpose trust company chartered by the State of New Jersey to provide fiduciary services such as trust and estate administration and investment management, Oppenheimer Multifamily Housing and Healthcare Finance, Inc. (“OMHHF”), which is engaged in mortgage brokerage and servicing, and OPY Credit Corp., which offers syndication as well as trading of issued corporate loans. Oppenheimer Europe Ltd. (formerly Oppenheimer E.U. Ltd.), based in the United Kingdom, provides institutional equities and fixed income brokerage and corporate financial services and is regulated by the Financial Services Authority. Oppenheimer Investments Asia Limited, based in Hong Kong, China, provides assistance in accessing the U.S. equities markets and limited mergers and acquisitions advisory services to Asia-based companies. Oppenheimer operates as Fahnestock & Co. Inc. in Latin America. Oppenheimer owns Freedom Investments, Inc. (“Freedom”), a registered broker dealer in securities, which also operates as the BUYandHOLD division of Freedom, offering on-line discount brokerage and dollar-based investing services, and Oppenheimer Israel (OPCO) Ltd., which is engaged in offering investment services in the State of Israel as a local broker dealer. Oppenheimer holds a trading permit on the New York Stock Exchange and is a member of several other regional exchanges in the United States.

These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for purpose of inclusion in the Company’s Annual Report on Form 10-K and in its annual report to stockholders. All material intercompany transactions and balances have been eliminated in the preparation of the consolidated financial statements.

Accounting standards require the Company to present non-controlling interests as a separate component of stockholders’ equity on the Company’s consolidated balance sheet. On September 28, 2012, the Company purchased additional shares of OMHHF for $3 million, representing 16.32% of OMHHF. As of December 31, 2012, the Company owned 83.67% of OMHHF and the non-controlling interest recorded in the consolidated balance sheet was $4.3 million.

Description of Business

The Company engages in a broad range of activities in the financial services industry, including retail securities brokerage, institutional sales and trading, investment banking (both corporate and public finance), research, market-making, trust services, mortgage banking and investment advisory and asset management services.

Use of Estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.

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In presenting the consolidated financial statements, management makes estimates regarding valuations of financial instruments, loans and allowances for credit losses, the outcome of legal and regulatory matters, the carrying amount of goodwill and other intangible assets, valuation of stock-based compensation plans, and income taxes. Estimates, by their nature, are based on judgment and available information. Therefore, actual results could be materially different from these estimates. A discussion of certain areas in which estimates are a significant component of the amounts reported in the consolidated financial statements follows.

Financial Instruments and Fair Value

Financial Instruments

Securities owned and securities sold but not yet purchased, investments and derivative contracts are carried at fair value with changes in fair value recognized in earnings each period. The Company’s other financial instruments are generally short-term in nature or have variable interest rates and as such their carrying values approximate fair value, with the exception of notes receivable from employees which are carried at cost.

Financial Instruments Used for Asset and Liability Management

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

On January 20, 2009, the Company entered into an interest rate cap contract, incorporating a series of purchased caplets with fixed maturity dates ending December 31, 2012, to hedge the interest payments associated with its floating rate Subordinated Note, which was subject to change due to changes in 3-Month LIBOR. With the repayment of the Subordinated Note in the second quarter of 2011, this cap is no longer designated as a cash flow hedge. See note 7 for further information. The cap expired worthless on December 31, 2012.

Fair Value Measurements

The Company adopted the accounting guidance for the fair value measurement of financial assets, which defines fair value, establishes a framework for measuring fair value, establishes a fair value measurement hierarchy, and expands fair value measurement disclosures. Fair value, as defined by the accounting guidance, is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy established by this accounting guidance prioritizes the inputs used in valuation techniques into the following three categories (highest to lowest priority):

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and

Level 3: Unobservable inputs.

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The Company’s financial instruments are recorded at fair value and generally are classified within Level 1 or Level 2 within the fair value hierarchy using quoted market prices or quotes from market makers or broker-dealers. Financial instruments classified within Level 1 are valued based on quoted market prices in active markets and consist of U.S. government, federal agency, and sovereign government obligations, corporate equities, and certain money market instruments. Level 2 financial instruments primarily consist of investment grade and high-yield corporate debt, convertible bonds, mortgage and asset-backed securities, municipal obligations, and certain money market instruments. Financial instruments classified as Level 2 are valued based on quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets and liabilities in markets that are not active. Some financial instruments are classified within Level 3 within the fair value hierarchy as observable pricing inputs are not available due to limited market activity for the asset or liability. Such financial instruments include investments in hedge funds and private equity funds where the Company, through its subsidiaries, is general partner, less-liquid private label mortgage and asset-backed securities, certain distressed municipal securities, and auction rate securities (“ARS”). A description of the valuation techniques applied and inputs used in measuring the fair value of the Company’s financial instruments is located in note 4.

Fair Value Option

The Company has the option to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The Company may make a fair value option election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company has elected to apply the fair value option to its loan trading portfolio which resides in OPY Credit Corp. and is reported in other assets on the consolidated balance sheet. Management has elected this treatment as it is consistent with the manner in which the business is managed as well as the way that financial instruments in other parts of the business are recorded.

The Company also elected the fair value option for those securities sold under agreements to repurchase (“repurchase agreements”) and securities purchased under agreements to resell (“reverse repurchase agreements”) that do not settle overnight or have an open settlement date or that are not accounted for as purchase and sale agreements (such as repo-to-maturity transactions). The Company has elected the fair value option for these instruments to more accurately reflect market and economic events in its earnings and to mitigate a potential imbalance in earnings caused by using different measurement attributes (i.e. fair value versus carrying value) for certain assets and liabilities.

Financing Receivables

The Company’s financing receivables include customer margin loans, securities purchased under agreements to resell (“reverse repurchase agreements”), and securities borrowed transactions. The Company uses financing receivables to extend margin loans to customers, meet trade settlement requirements, and facilitate its matched-book arrangements and inventory requirements.

Allowance for Credit Losses

The Company’s financing receivables are secured by collateral received from clients and counterparties. In many cases, the Company is permitted to sell or repledge securities held as collateral. These securities may be used to collateralize repurchase agreements, to enter into securities lending agreements, to cover short positions or fulfill the obligation of fails to deliver. The Company monitors the market value of the collateral received on a daily basis and may require clients and counterparties to deposit additional collateral or return collateral pledged, when appropriate.

Customer receivables, primarily consisting of customer margin loans collateralized by customer-owned securities, are stated net of allowance for credit losses. The Company reviews large customer accounts that do not comply with the Company’s margin requirements on a case-by-case basis to determine the likelihood of collection and records an allowance for credit loss following that process. For small customer accounts that do not comply with the Company’s margin requirements, the allowance for credit loss is generally recorded as the amount of unsecured or partially secured receivables.

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The Company also makes loans or pays advances to financial advisers as part of its hiring process. Reserves are established on these receivables if the financial advisor is no longer associated with the Company and the receivable has not been promptly repaid or if it is determined that it is probable the amount will not be collected.

Legal and Regulatory Reserves

The Company records reserves related to legal and regulatory proceedings in accounts payable and other liabilities. The determination of the amounts of these reserves requires significant judgment on the part of management. In accordance with applicable accounting guidance, the Company establishes reserves for litigation and regulatory matters where available information indicates that it is probable a liability had been incurred at the date of the consolidated financial statements and the Company can reasonably estimate the amount of that loss. When loss contingencies are not probable and cannot be reasonably estimated, the Company does not establish reserves.

When determining whether to record a reserve, management considers many factors including, but not limited to, the amount of the claim; the stage and forum of the proceeding, the sophistication of the claimant, the amount of the loss, if any, in the client’s account and the possibility of wrongdoing, if any, on the part of an employee of the Company; the basis and validity of the claim; previous results in similar cases; and applicable legal precedents and case law. Each legal and regulatory proceeding is reviewed with counsel in each accounting period and the reserve is adjusted as deemed appropriate by management. Any change in the reserve amount is recorded in the results of that period. The assumptions of management in determining the estimates of reserves may be incorrect and the actual disposition of a legal or regulatory proceeding could be greater or less than the reserve amount.

Goodwill

Goodwill arose upon the acquisitions of Oppenheimer, Old Michigan Corp., Josephthal & Co. Inc., Grand Charter Group Incorporated and the Oppenheimer Divisions, as defined below. The Company defines a reporting unit as an operating segment. The Company’s goodwill resides in its Private Client Division (“PCD”). Goodwill of a reporting unit is subject to at least an annual test for impairment to determine if the fair value of goodwill of a reporting unit is less than its estimated carrying amount. Goodwill of a reporting unit is required to be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company derives the estimated carrying amount of its operating segments by estimating the amount of stockholders’ equity required to support the activities of each operating segment. Goodwill recorded as at December 31, 2012 has been tested for impairment and it has been determined that no impairment has occurred. See note 15 for further discussion.

Excess of fair value of assets acquired over cost arose from the January 2008 acquisition of certain businesses from CIBC World Markets Corp., including five-year contingent consideration issued as a result of such acquisition. At the end of 2012, all contingencies expired and the Company recorded a reduction of “Excess of fair value of assets acquired over cost” of $7 million and deferred tax liabilities of $5 million offset by the reversal of related customer relationship intangible assets of $630,000 and fixed assets of $65,000 on the consolidated balance sheet as of December 31, 2012 as well as a non-cash adjustment reducing occupancy expenses in the amount of $11.3 million.

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Intangible Assets

Intangible assets arose upon the acquisition, in January 2003, of the U.S. Private Client and Asset Management Divisions of CIBC World Markets Corp. (the “Oppenheimer Divisions”) and comprise customer relationships and trademarks and trade names. Customer relationships of $4.9 million were amortized on a straight-line basis over 80 months commencing in January 2003 (fully amortized and carried at $nil since December 31, 2010). Trademarks and trade names, carried at $31.7 million, which are not amortized, are subject to at least an annual test for impairment to determine if the fair value is less than their carrying amount. Trademarks and trade names recorded as at December 31, 2012 have been tested for impairment and it has been determined that no impairment has occurred. See note 15 for further discussion.

Intangible assets also arose from the January 2008 acquisition of the Oppenheimer Divisions from CIBC World Markets Corp. and are comprised of customer relationships and a below market lease. Customer relationships were being amortized on a straight-line basis over 180 months commencing in January 2008. However, due to the expiration of the five-year contingent consideration issued as part of such acquisition, remaining amounts related to the customer relationship intangible asset of $630,000 were reversed in the fourth quarter of 2012. The below market lease was being amortized on a straight-line basis over 60 months commencing in January 2008. However, due to the plan to consolidate the Company’s headquarters, the Company terminated the lease which resulted in a reevaluation of the remaining useful life of the below market lease intangible asset and amortized $1.1 million in the fourth quarter of 2011 and the remaining $3.2 million during the first quarter of 2012.

Share-Based Compensation Plans

The Company estimates the fair value of share-based awards using the Black-Scholes option-pricing model and applies to it a forfeiture rate based on historical experience. Key input assumptions used to estimate the fair value of share-based awards include the expected term and the expected volatility of the Company’s Class A Stock over the term of the award, the risk-free interest rate over the expected term, and the Company’s expected annual dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive share-based awards. See note 12 for further discussion.

Revenue Recognition

Brokerage

Customers’ securities and commodities transactions are reported on a settlement date basis, which is generally three business days after trade date for securities transactions and one day for commodities transactions. Related commission income and expense is recorded on a trade date basis.

Principal transactions

Transactions in proprietary securities and related revenue and expenses are recorded on a trade date basis. Securities owned and securities sold, but not yet purchased, are reported at fair value generally based upon quoted prices. Realized and unrealized changes in fair value are recognized in principal transactions, net in the period in which the change occurs.

Fees

Underwriting revenues and advisory fees from mergers, acquisitions and restructuring transactions are recorded when services for the transactions are substantially completed and income is reasonably determinable, generally as set forth under the terms of the engagement. Transaction-related expenses, primarily consisting of legal, travel and other costs directly associated with the transaction, are deferred and recognized in the same period as the related investment banking transaction revenue. Underwriting revenues are presented net of related expenses. Non-reimbursed expenses associated with advisory transactions are recorded within other expenses.

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Asset Management

Asset management fees are generally recognized over the period the related service is provided based on the account value at the valuation date per the respective asset management agreements. In certain circumstances, OAM is entitled to receive performance fees when the return on assets under management exceeds certain benchmark returns or other performance targets. Performance fees are generally based on investment performance over a 12-month period and are not subject to adjustment once the measurement period ends. Such fees are computed as at the fund’s year-end when the measurement period ends and generally are recorded as earned in the fourth quarter of the Company’s fiscal year. Asset management fees and performance fees are included in advisory fees in the consolidated statements of operations. Assets under management are not included as assets of the Company.

Balance Sheet Items

Cash and Cash Equivalents

The Company defines cash equivalents as highly liquid investments with original maturities of less than 90 days that are not held for sale in the ordinary course of business.

Receivables From / Payables To Brokers and Clearing Organizations

Securities borrowed and securities loaned are carried at the amounts of cash collateral advanced or received. Securities borrowed transactions require the Company to deposit cash or other collateral with the lender. The Company receives cash or collateral in an amount generally in excess of the market value of securities loaned. The Company monitors the market value of securities borrowed and loaned on a daily basis and may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.

Securities failed to deliver and receive represent the contract value of securities which have not been received or delivered by settlement date.

Notes Receivable

The Company had notes receivable, net, from employees of approximately $47.3 million at December 31, 2012. The notes are recorded in the consolidated balance sheet at face value of approximately $108.3 million less accumulated amortization and reserves of $51.4 million and $9.6 million, respectively, at December 31, 2012. These amounts represent recruiting and retention payments generally in the form of upfront loans to financial advisers and key revenue producers as part of the Company’s overall growth strategy. These loans are generally forgiven over a service period of 3 to 5 years from the initial date of the loan or based on productivity levels of employees and all such notes are contingent on the employees’ continued employment with the Company. The unforgiven portion of the notes becomes due on demand in the event the employee departs during the service period. Amortization of notes receivable is included in the consolidated statements of operations in compensation and related expenses.

Securities purchased under agreements to resell and securities sold under agreements to repurchase

Transactions involving purchases of securities under agreements to resell (“reverse repurchase agreements”) or sales of securities under agreements to repurchase (“repurchase agreements”) are treated as collateralized financing transactions and are recorded at their contractual amounts plus accrued interest. The resulting interest income and expense for these arrangements are included in interest income and interest expense in the consolidated statements of operations. The Company can present the reverse repurchase and repurchase transactions on a net-by-counterparty basis when the specific offsetting requirements are satisfied. See note 4 for further discussion.

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From time-to-time, the Company enters into securities financing transactions that mature on the same date as the underlying collateral (referred to as “repo-to-maturity” transactions). The Company accounts for these transactions in accordance with the accounting guidance for transfers and servicing. Such transactions are treated as a sale of financial assets and a forward repurchase commitment, or conversely as a purchase of financial assets and a forward resale commitment. The forward repurchase and resale commitments are accounted for as derivatives under the accounting guidance for derivatives and hedging. As of December 31, 2012, the Company did not have any repo-to-maturity transactions.

Office Facilities

Office facilities are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of furniture, fixtures, and equipment is provided on a straight-line basis generally over 3-7 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the life of the improvement or the remaining term of the lease. Leases with escalating rents are expensed on a straight-line basis over the life of the lease. Landlord incentives are recorded as deferred rent and amortized, as reductions to lease expense, on a straight-line basis over the life of the applicable lease. Deferred rent is included in accounts payable and other liabilities in the consolidated balance sheet.

Debt Issuance Costs

Debt issuance costs, included in other assets, from the issuance of the senior secured notes are reported in the consolidated balance sheet as deferred charges and amortized using the interest method. Debt issuance costs include underwriting and legal fees as well as other incremental expenses directly attributable to realizing the proceeds of the Notes. See note 7 for further discussion.

Drafts Payable

Drafts payable represent amounts drawn by the Company against a bank.

Foreign Currency Translations

Foreign currency balances have been translated into U.S. dollars as follows: monetary assets and liabilities at exchange rates prevailing at period end; revenue and expenses at average rates for the period; and non-monetary assets and stockholders’ equity at historical rates. Cumulative translation adjustments of $415,000 are included in accumulated other comprehensive income on the consolidated balance sheets at December 31, 2012. The functional currency of the overseas operations is the local currency in each location except for Oppenheimer Europe Ltd. which has the U.S. dollar as its functional currency.

Income Taxes

Deferred income tax assets and liabilities arise from temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements. Deferred tax balances are determined by applying the enacted tax rates applicable to the periods in which items will reverse.

The Company permanently reinvests eligible earnings of it foreign subsidiaries and, accordingly, does not accrue any U.S. income taxes that would arise if such earnings were repatriated.

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New Accounting Pronouncements

Recently Adopted

In April 2011, the FASB issued ASU No. 2011-03, “Transfers and Servicing: Reconsideration of Effective Control for Repurchase Agreements,” which removes the requirement to consider whether sufficient collateral is held when determining whether to account for repurchase agreements and other agreements that both entitle and obligate the transferor to repurchase or redeem financial assets before their maturity as sales or as secured financings. The guidance is effective prospectively for transactions beginning on January 1, 2012. The Company adopted this guidance in the period ended March 31, 2012.

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS,” which provides clarifying guidance on how to measure fair value and has additional disclosure requirements. The amendments prohibit the use of blockage factors at all levels of the fair value hierarchy and provide guidance on measuring financial instruments that are managed on a net portfolio basis. Additional disclosure requirements include transfers between Levels 1 and 2 and, for Level 3 fair value measurements, a description of the valuation processes and additional information about unobservable inputs impacting Level 3 measurements. The updates are effective for fiscal years beginning after December 15, 2011. The Company adopted this guidance in the period ended March 31, 2012. See note 4 for further details.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”, requiring entities to present items of net income and other comprehensive income either in one continuous statement (referred to as the statement of comprehensive income) or in two separate, but consecutive, statements of net income and other comprehensive income. In addition, in December 2011, the FASB issued ASU No. 2011-12 “Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items out of Accumulated Other Comprehensive Income in ASU No. 2011-05’, which deferred certain provisions of ASU 2011-05. ASU No. 2011-12 indefinitely deferred the provision that requires the entity to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. The Company adopted these requirements in the period ended December 31, 2011.

In September 2011, the FASB issued ASU No. 2011-08, “Testing Goodwill for Impairment,” which gives entities the option of performing a qualitative assessment before the quantitative analysis. If entities determine the fair value of a reporting unit is more likely than not less than the carrying amount based on the qualitative factors, the two-step quantitative test would be required. Otherwise, further testing would not be needed. The ASU is effective for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company evaluated this ASU and decided to continue to perform quantitative analysis for goodwill impairment.

On July 27, 2012, the FASB issued ASU 2012-02, “Testing indefinite-Lived Intangible Assets for Impairment,” which gives entities the option of performing a qualitative assessment before the quantitative analysis. If entities determine the fair value of a reporting unit is more likely than not less than the carrying amount, the impairment needs to be assessed. The ASU is effective for fiscal years beginning after September 15, 2012 and early adoption is permitted. The Company evaluated this ASU and decided to continue to perform quantitative analysis for indefinite-lived intangible assets impairment.

Recently Issued

On December 31, 2011, the FASB issued ASU No. 2011-11, “Disclosures about Offsetting Assets and Liabilities”, which requires new disclosures about balance sheet offsetting and related arrangements. For derivatives and financial assets and liabilities, the ASU requires disclosure of gross asset and liability amounts, amounts offset on the balance sheet, and amounts subject to the offsetting requirements but not offset on the balance sheet. The ASU is effective for annual reporting periods beginning on or after January 1, 2013.

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In January 2013, the FASB issued ASU No. 2013-01, “Clarifying the Scope of Disclosures About Offsetting Assets and Liabilities”. The ASU clarifies which instruments and transactions are subject to the offsetting disclosure requirements established by ASU No. 2011-11. The ASU limits the scope of the new balance sheet offsetting disclosures in ASU No. 2011-11 to derivatives, repurchase agreements, and securities lending transactions. The effective date of the ASU coincides with the effective date of the disclosure requirements in ASU No. 2011-11.

The Company is currently evaluating the impact, if any, that the above ASU updates will have on its financial condition, results of operations and cash flows.

2. Cash and Securities Segregated For Regulatory and Other Purposes

Deposits of $32.0 million were held at year-end in special reserve bank accounts for the exclusive benefit of customers in accordance with regulatory requirements at December 31, 2012 ($30.1 million at December 31, 2011). To the extent permitted, these deposits are invested in interest bearing accounts collateralized by qualified securities.

OMHHF had client funds held in escrow totaling $242.7 million at December 31, 2012 ($166.7 million at December 31, 2011) which are not required to be and, accordingly, are not carried on the Company’s consolidated balance sheet.

Oppenheimer Trust had a deposit of $100,000 with the State of Ohio at December 31, 2012.

3. Receivable from and Payable to Brokers and Clearing Organizations

Expressed in thousands of dollars.

	As at December 31,
	2012		2011
Receivable from brokers and clearing organizations consist of:
Deposits paid for securities borrowed	$	365,642	$	217,353
Receivable from brokers		41,091		23,516
Securities failed to deliver		10,031		11,551
Clearing organizations		399		19,209
Omnibus accounts		28,212		15,907
Other		34,324		577
	$	479,699	$	288,113

	As at December 31,
	2012		2011
Payable to brokers and clearing organizations consist of:
Deposits received for securities loaned	$	190,387	$	318,834
Securities failed to receive		11,315		15,236
Clearing organizations and other		2,516		1,540
	$	204,218	$	335,610

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4. Financial instruments

Securities owned and securities sold but not yet purchased, investments and derivative contracts are carried at fair value with changes in fair value recognized in earnings each period. The Company’s other financial instruments are generally short-term in nature or have variable interest rates and as such their carrying values approximate fair value, with the exception of notes receivable from employees which are carried at cost.

Securities Owned and Securities Sold, But Not Yet Purchased at Fair Value

Expressed in thousands of dollars.

	December 31, 2012				December 31, 2011
	Owned		Sold		Owned		Sold
U.S. Treasury, agency and sovereign obligations	$	525,255	$	131,930	$	682,805	$	27,509
Corporate debt and other obligations		14,428		1,858		27,188		3,696
Mortgage and other asset-backed securities		2,920		18		4,609		14
Municipal obligations		59,010		467		54,963		485
Convertible bonds		49,130		8,868		50,157		8,533
Corporate equities		43,708		29,884		38,634		29,056
Other		65,291		425		66,185		122
Total	$	759,742	$	173,450	$	924,541	$	69,415

Securities owned and securities sold, but not yet purchased, consist of trading and investment securities at fair values. Included in securities owned at December 31, 2012 are corporate equities with estimated fair values of approximately $14.0 million ($13.2 million at December 31, 2011), which are related to deferred compensation liabilities to certain employees included in accrued compensation on the consolidated balance sheet. As of December 31, 2012, the Company did not have any exposure to European sovereign debt.

Valuation Techniques

A description of the valuation techniques applied and inputs used in measuring the fair value of the Company’s financial instruments is as follows:

U.S. Treasury Obligations

U.S. Treasury securities are valued using quoted market prices obtained from active market makers and inter-dealer brokers and, accordingly, are categorized in Level 1 in the fair value hierarchy.

U.S. Agency Obligations

U.S. agency securities consist of agency issued debt securities and mortgage pass-through securities. Non-callable agency issued debt securities are generally valued using quoted market prices. Callable agency issued debt securities are valued by benchmarking model-derived prices to quoted market prices and trade data for identical or comparable securities. The fair value of mortgage pass-through securities are model driven with respect to spreads of the comparable To-be-announced (“TBA”) security. Actively traded non-callable agency issued debt securities are categorized in Level 1 of the fair value hierarchy. Callable agency issued debt securities and mortgage pass-through securities are generally categorized in Level 2 of the fair value hierarchy.

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Sovereign Obligations

The fair value of sovereign obligations is determined based on quoted market prices when available or a valuation model that generally utilizes interest rate yield curves and credit spreads as inputs. Sovereign obligations are categorized in Level 1 or 2 of the fair value hierarchy.

Corporate Debt & Other Obligations

The fair value of corporate bonds is estimated using recent transactions, broker quotations and bond spread information. Corporate bonds are generally categorized in Level 2 of the fair value hierarchy.

Mortgage and Other Asset-Backed Securities

The Company holds non-agency securities collateralized by home equity and various other types of collateral which are valued based on external pricing and spread data provided by independent pricing services and are generally categorized in Level 2 of the fair value hierarchy. When specific external pricing is not observable, the valuation is based on yields and spreads for comparable bonds and, consequently, the positions are categorized in Level 3 of the fair value hierarchy.

Municipal Obligations

The fair value of municipal obligations is estimated using recently executed transactions, broker quotations, and bond spread information. These obligations are generally categorized in Level 2 of the fair value hierarchy; in instances where significant inputs are unobservable, they are categorized in Level 3 of the hierarchy.

Convertible Bonds

The fair value of convertible bonds is estimated using recently executed transactions and dollar-neutral price quotations, where observable. When observable price quotations are not available, fair value is determined based on cash flow models using yield curves and bond spreads as key inputs. Convertible bonds are generally categorized in Level 2 of the fair value hierarchy; in instances where significant inputs are unobservable, they are categorized in Level 3 of the hierarchy.

Corporate Equities

Equity securities and options are generally valued based on quoted prices from the exchange or market where traded and categorized as Level 1 in the fair value hierarchy. To the extent quoted prices are not available, prices are generally derived using bid/ask spreads, and these securities are generally categorized in Level 2 of the fair value hierarchy.

Other

In February 2010, Oppenheimer finalized settlements with each of the New York Attorney General’s office (“NYAG”) and the Massachusetts Securities Division (“MSD” and, together with the NYAG, the “Regulators”) concluding investigations and administrative proceedings by the Regulators concerning Oppenheimer’s marketing and sale of ARS. Pursuant to those settlements and legal settlements, as of December 31, 2012, the Company purchased and holds approximately $77.1 million in ARS from its clients pursuant to several purchase offers and legal settlements. The Company’s purchases of ARS from its clients will, subject to the terms and conditions of the settlements with the regulators, continue on a periodic basis pursuant to the settlements with the Regulators. In addition, the Company is committed to purchase another $38.3 million in ARS from clients through 2016. The ultimate amount of ARS to be repurchased by the Company cannot be predicted with any certainty and will be impacted by redemptions by issuers and legal and other actions by clients during the relevant period, which cannot be predicted. The Company also held $150,000 in ARS in its proprietary trading account as of December 31, 2012 as a result of the failed auctions in February 2008. These ARS positions primarily represent Auction Rate Preferred Securities issued by closed-end funds and, to a lesser extent, Municipal Auction Rate Securities which are municipal bonds wrapped by municipal bond insurance and Student Loan Auction Rate Securities which are asset-backed securities backed by student loans.

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Interest rates on ARS typically reset through periodic auctions. Due to the auction mechanism and generally liquid markets, ARS have historically been categorized as Level 1 in the fair value hierarchy. Beginning in February 2008, uncertainties in the credit markets resulted in substantially all of the ARS market experiencing failed auctions. Once the auctions failed, the ARS could no longer be valued using observable prices set in the auctions. The Company has used less observable determinants of the fair value of ARS, including the strength in the underlying credits, announced issuer redemptions, completed issuer redemptions, and announcements from issuers regarding their intentions with respect to their outstanding ARS. The Company has also developed an internal methodology to discount for the lack of liquidity and non-performance risk of the failed auctions. Key inputs include spreads on comparable Treasury yields to derive a discount rate, an estimate of the ARS duration, and yields based on current auctions in comparable securities that have not failed. Additional information regarding the valuation technique and inputs used is as follows:

Expressed in thousands of dollars.

Quantitative Information about Level 3 Fair Value Measurements at December 31, 2012

Product	Principal		Valuation Adjustment		Fair Value		Valuation Technique	Unobservable Input	Range
Auction Rate Securities(1)	$	115,308	$	7,744	$	107,564	Discounted Cash Flow	Discount Rate	0.80% to 2.57%
								Duration	5 to 8 Years
								Current Yield(2)	0.18% to 1.34%

(1) Includes ARS owned by the Company of $77.1 million included in the consolidated balance sheet at December 31, 2012 as well as additional commitments to purchase ARS from clients of $38.3 million which is disclosed in the notes to the consolidated balance sheet.

(2) Based on current auctions in comparable securities that have not failed.

The fair value of ARS is particularly sensitive to movements in interest rates. Increases in short-term interest rates would increase the discount rate input used in the ARS valuation and thus reduce the fair value of the ARS (increase the valuation adjustment). Conversely, decreases in short-term interest rates would decrease the discount rate and thus increase the fair value of ARS (decrease the valuation adjustment). However, an increase (decrease) in the discount rate input would be partially mitigated by an increase (decrease) in the current yield earned on the underlying ARS asset increasing the cash flows and thus the fair value. Furthermore, movements in short term interest rates would likely impact the ARS duration (i.e., sensitivity of the price to a change in interest rates), which would also have a mitigating affect on interest rate movements. For example, as interest rates increase, issuers of ARS have an incentive to redeem outstanding securities as servicing the interest payments gets prohibitively expensive which would lower the duration assumption thereby increasing the ARS fair value. Alternatively, ARS issuers are less likely to redeem ARS in a lower interest rate environment as it is a relatively inexpensive source of financing which would increase the duration assumption thereby decreasing the ARS fair value.

Due to the less observable nature of these inputs, the Company categorizes ARS in Level 3 of the fair value hierarchy. As of December 31, 2012, the Company had a valuation adjustment (unrealized loss) of $7.7 million for ARS.

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Investments

In its role as general partner in certain hedge funds and private equity funds, the Company, through its subsidiaries, holds direct investments in such funds. The Company uses the net asset value of the underlying fund as a basis for estimating the fair value of its investment. Due to the illiquid nature of these investments and difficulties in obtaining observable inputs, these investments are included in Level 3 of the fair value hierarchy.

The following table provides information about the Company’s investments in Company-sponsored funds at December 31, 2012:

Expressed in thousands of dollars.

	Fair Value		Unfunded Commitments		Redemption Frequency	Redemption Notice Period
Hedge Funds(1)	$	1,118	$	—	Quarterly - Annually	30 - 120 Days
Private Equity Funds(2)		3,499		927	N/A	N/A
Distressed Opportunities Investment Trust(3)		7,492		—	N/A	N/A
Total	$	12,109	$	927

(1) Includes investments in hedge funds and hedge fund of funds that pursue long/short, event-driven, and activist strategies.

(2) Includes private equity funds and private equity fund of funds with a focus on diversified portfolios, real estate and global natural resources.

(3) Special purpose vehicle that invests in distressed debt of U.S. companies.

Derivative Contracts

From time to time, the Company transacts in exchange-traded and over-the-counter derivative transactions to manage its interest rate risk. Exchange-traded derivatives, namely U.S. Treasury futures, Federal funds futures, and Eurodollar futures, are valued based on quoted prices from the exchange and are categorized in Level 1 of the fair value hierarchy. Over-the-counter derivatives, namely interest rate swap and interest rate cap contracts are valued using a discounted cash flow model and the Black-Scholes model, respectively, using observable interest rate inputs and are categorized in Level 2 of the fair value hierarchy.

As described below in “Credit Concentrations”, the Company participates in loan syndications and operates as underwriting agent in leveraged financing transactions where it utilizes a warehouse facility provided by a commercial bank to extend financing commitments to third-party borrowers identified by the Company. The Company uses broker quotations on loans trading in the secondary market as a proxy to determine the fair value of the underlying loan commitment which is categorized in Level 3 of the fair value hierarchy. The Company also purchases and sells loans in its proprietary trading book. The Company uses broker quotations to determine the fair value of loan positions held which are categorized in Level 2 of the fair value hierarchy.

The Company from time to time enters into securities financing transactions that mature on the same date as the underlying collateral (referred to as “repo-to-maturity” transactions). Such transactions are treated as a sale of financial assets and a forward repurchase commitment, or conversely as a purchase of financial assets and a forward reverse repurchase commitment. The forward repurchase and reverse repurchase commitments are valued based on the spread between the market value of the government security and the underlying collateral and are categorized in Level 2 of the fair value hierarchy. As of December 31, 2012, the Company did not have any repo-to-maturity transactions.

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Fair Value Measurements

The Company’s assets and liabilities, recorded at fair value on a recurring basis as of December 31, 2012 and 2011, have been categorized based upon the above fair value hierarchy as follows:

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2012

Expressed in thousands of dollars.

	Fair Value Measurement: Assets
	As of December 31, 2012
	Level 1		Level 2		Level 3		Total
Cash equivalents	$	58,945	$	—	$	—	$	58,945
Cash and securities segregated for regulatory and other purposes		11,499		—		—		11,499
Deposits with clearing organization		9,095		—		—		9,095
Securities owned:
U.S. Treasury securities		497,546		—		—		497,546
U.S. Agency securities		—		27,690		—		27,690
Sovereign obligations		—		19		—		19
Corporate debt and other obligations		2,459		11,969		—		14,428
Mortgage and other asset-backed securities		—		2,880		40		2,920
Municipal obligations		—		49,616		9,394		59,010
Convertible bonds		—		49,130		—		49,130
Corporate equities		31,958		11,750		—		43,708
Other		2,328		—		62,963		65,291
Securities owned, at fair value		534,291		153,054		72,397		759,742
Investments(1)		10,477		37,088		12,954		60,519
TBAs		—		3,188		—		3,188
Total	$	624,307	$	193,330	$	85,351	$	902,988
	Fair Value Measurement: Liabilities
	As of December 31, 2012
	Level 1		Level 2		Level 3		Total
Securities sold, not yet purchased:
U.S. Treasury securities	$	131,899	$	—	$	—	$	131,899
U.S. Agency securities		—		31		—		31
Corporate debt and other obligations		—		1,858		—		1,858
Mortgage and other asset-backed securities		—		18		—		18
Municipal obligations		—		467		—		467
Convertible bonds		—		8,868		—		8,868
Corporate equities		20,946		8,938		—		29,884
Other		325		—		100		425
Securities sold, not yet purchased at fair value		153,170		20,180		100		173,450
Investments		258		—		—		258
Derivative contracts		286		124		2,647		3,057
TBAs		—		175		—		175
Total	$	153,714	$	20,479	$	2,747	$	176,940

⁽¹⁾ Included in other assets on the consolidated balance sheet.

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Assets and liabilities measured at fair value on a recurring basis as of December 31, 2011

Expressed in thousands of dollars.

	Fair Value Measurement: Assets
	As of December 31, 2011
	Level 1		Level 2		Level 3		Total
Cash equivalents	$	30,924	$	—	$	—	$	30,924
Cash and securities segregated for regulatory and other purposes		11,500		—		—		11,500
Deposits with clearing organizations		9,095		—		—		9,095
Securities owned:
U.S. Treasury securities		627,870		—		—		627,870
U.S. Agency securities		32,663		21,695		—		54,358
Sovereign obligations		—		577		—		577
Corporate debt and other obligations		12,538		14,650		—		27,188
Mortgage and other asset-backed securities		—		4,593		16		4,609
Municipal obligations		—		51,401		3,562		54,963
Convertible bonds		—		50,157		—		50,157
Corporate equities		29,150		9,484		—		38,634
Other		1,184		—		65,001		66,185
Securities owned, at fair value		703,405		152,557		68,579		924,541
Investments(1)		1,512		32,964		12,482		46,958
Derivative contracts		—		20		—		20
TBAs		—		5,791		—		5,791
Securities purchased under agreements to resell (2)		—		847,610		—		847,610
Total	$	756,436	$	1,038,942	$	81,061	$	1,876,439
	Fair Value Measurement: Liabilities
	As of December 31, 2011
	Level 1		Level 2		Level 3		Total
Securities sold, not yet purchased:
U.S. Treasury securities	$	27,462	$	—	$	—	$	27,462
U.S. Agency securities		—		47		—		47
Sovereign obligations		—		—		—		—
Corporate debt and other obligations		—		3,696		—		3,696
Mortgage and other asset-backed securities		—		14		—		14
Municipal obligations		—		485		—		485
Convertible bonds		—		8,533		—		8,533
Corporate equities		16,467		12,589		—		29,056
Other		72		—		50		122
Securities sold, not yet purchased at fair value		44,001		25,364		50		69,415
Investments		26		—		—		26
Derivative contracts		66		8		2,347		2,421
TBAs		—		2,254		—		2,254
Total	$	44,093	$	27,626	$	2,397	$	74,116

⁽¹⁾ Included in other assets on the consolidated balance sheet.

⁽²⁾  Includes securities purchased under agreements to resell where the Company has elected fair value option treatment.

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There were no significant transfers between Level 1 and Level 2 assets and liabilities in the year ended December 31, 2012.

The following tables present changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended December 31, 2012 and 2011:

Expressed in thousands of dollars.

	Level 3 Assets and Liabilities
	For the Year Ended December 31, 2012
	Beginning Balance		Realized Gains (Losses)(4)			Unrealized Gains (Losses)(4)(5)			Purchases & Issuances			Sales & Settlements			Transfers In / Out			Ending Balance
Assets:
Mortgage and other asset-backed securities(1)	$	16		(7	)		6			116			(89	)		(2	)	$	40
Municipals	$	3,562		(4	)		(1,757	)		10,035			(2,442	)		—		$	9,394
Other(2)	$	65,001		—			(1,192	)		24,875			(25,721	)		—		$	62,963
Investments(3)	$	12,482		(9	)		424			488			(442	)		11		$	12,954
Liabilities:
Mortgage and other asset-backed securities(1)	$	—		—			—			—			—			—		$	—
Other(2)	$	50		—			—			(50	)		100			—		$	100
Derivative contracts	$	2,347		—			300			—			—			—		$	2,647

⁽¹⁾ Represents private placements of non-agency collateralized mortgage obligations.

⁽²⁾ Represents auction rate securities that failed in the auction rate market.

⁽³⁾ Primarily represents general partner ownership interests in hedge funds and private equity funds sponsored by the Company.

⁽⁴⁾  Included in principal transactions on the consolidated statement of operations, except for investments which are included in other income on the consolidated statement of operations.

⁽⁵⁾  Unrealized gains (losses) are attributable to assets or liabilities that are still held at the reporting date.

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	Level 3 Assets and Liabilities
	For the Year Ended December 31, 2011
	Beginning Balance		Realized Gains (Losses)(4)			Unrealized Gains (Losses)(4)(5)			Purchases & Issuances		Sales & Settlements			Transfers In / Out			Ending Balance
Assets:
Mortgage and other asset-backed securities(1)	$	14		70			—			14,365		(14,433	)		—		$	16
Municipals	$	1,787		(52	)		(256	)		2,982		(899	)		—		$	3,562
Other(2)	$	35,908		—			(178	)		41,178		(11,907	)		—		$	65,001
Investments(3)	$	17,208		—			(1,150	)		803		(4,366	)		(13	)	$	12,482
Liabilities:
Mortgage and other asset-backed securities(1)	$	—		—			—			11		(11	)		—		$	—
Other(2)	$	—		—			—			—		50			—		$	50
Derivative contracts	$	—		—			—			2,347		—			—		$	2,347

⁽¹⁾ Represents private placements of non-agency collateralized mortgage obligations.

⁽²⁾ Represents auction rate securities that failed in the auction rate market.

⁽³⁾  Primarily represents general partner ownership interests in hedge funds and private equity funds sponsored by the Company.

⁽⁴⁾  Included in principal transactions on the consolidated statement of operations, except for investments which are included in other income on the consolidated statement of operations.

⁽⁵⁾  Unrealized gains (losses) are attributable to assets or liabilities that are still held at the reporting date.

Fair Value Option

The Company has the option to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The Company may make a fair value option election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company has elected to apply the fair value option to its loan trading portfolio which resides in OPY Credit Corp. and is included in other assets on the consolidated balance sheet. Management has elected this treatment as it is consistent with the manner in which the business is managed as well as the way that financial instruments in other parts of the business are recorded. There were no loan positions held in the secondary loan trading portfolio at December 31, 2012 or December 31, 2011.

The Company also elected the fair value option for those securities sold under agreements to repurchase (“repurchase agreements”) and securities purchased under agreements to resell (“reverse repurchase agreements”) that do not settle overnight or have an open settlement date or that are not accounted for as purchase and sale agreements (such as repo-to-maturity transactions). The Company has elected the fair value option for these instruments to more accurately reflect market and economic events in its earnings and to mitigate a potential imbalance in earnings caused by using different measurement attributes (i.e. fair value versus carrying value) for certain assets and liabilities. At December 31, 2012, the fair value of the reverse repurchase agreements and repurchase agreements were $nil and $nil, respectively.

Fair Value of Derivative Instruments

The Company transacts, on a limited basis, in exchange traded and over-the-counter derivatives for both asset and liability management as well as for trading and investment purposes. Risks managed using derivative instruments include interest rate risk and, to a lesser extent, foreign exchange risk. Interest rate swaps and interest rate caps are entered into to manage the Company’s interest rate risk associated with floating-rate borrowings. All derivative instruments are measured at fair value and are recognized as either assets or liabilities on the consolidated balance sheet. The Company designates interest rate swaps and interest rate caps as cash flow hedges of floating-rate borrowings.

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Cash flow hedges used for asset and liability management

For derivative instruments that were designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative was reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

On September 29, 2006, the Company entered into interest rate swap transactions to hedge the interest payments associated with its floating rate Senior Secured Credit Note, which was subject to change due to changes in 3-Month LIBOR. See note 7 for further information. These swaps were designated as cash flow hedges. Changes in the fair value of the swap hedges were expected to be highly effective in offsetting changes in the interest payments due to changes in 3-Month LIBOR. The swaps expired on March 31, 2011. For the year ended December 31, 2011, the effective portion of the net gain on the interest rate swaps, after tax, was approximately $69,000 ($450,900 for the year ended December 31, 2010) and was recorded as other comprehensive income on the consolidated statement of comprehensive income (loss).

On January 20, 2009, the Company entered into an interest rate cap contract, incorporating a series of purchased caplets with fixed maturity dates ending December 31, 2012, to hedge the interest payments associated with its floating rate Subordinated Note, which was subject to change due to changes in 3-Month LIBOR. See note 7 for further information. With the repayment of the Subordinated Note in the second quarter of 2011, this cap was no longer designated as a cash flow hedge. The cap expired worthless on December 31, 2012. The Company recorded $19,780 in interest expense with respect to the interest rate cap for the year ended December 31, 2012.

Foreign exchange hedges

From time to time, the Company also utilizes forward and options contracts to hedge the foreign currency risk associated with compensation obligations to Oppenheimer Israel (OPCO) Ltd. employees denominated in New Israeli Shekels. Such hedges have not been designated as accounting hedges. For the year ended December 31, 2012, the Company recognized a $28,000 gain in derivative income. At December 31, 2012, there were no forward or option contracts outstanding.

“To-be-announced” securities

The Company also transacts in pass-through mortgage-backed securities eligible to be sold in the “To-Be-Announced” or TBA market. TBAs provide for the forward or delayed delivery of the underlying instrument with settlement up to 180 days. The contractual or notional amounts related to these financial instruments reflect the volume of activity and do not reflect the amounts at risk. Unrealized gains and losses on TBAs are recorded in the consolidated balance sheets in receivable from brokers and clearing organizations and payable to brokers and clearing organizations, respectively, and in the consolidated statement of operations as principal transactions revenue.

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The following table summarizes the notional and fair values of the TBAs as of December 31, 2012 and 2011:

Expressed in thousands of dollars.

	December 31, 2012				December 31, 2011
	Notional		Fair Value		Notional		Fair Value
Sale of TBAs (1)	$	449,065	$	3,188	$	574,365	$	5,791
Purchase of TBAs	$	117,573	$	175	$	137,572	$	2,254

⁽¹⁾ TBAs are used to offset exposures related to commitments to provide funding for Federal Housing Administration (“FHA”) loans at OMHHF. At December 31, 2012, the loan commitments balance was $304.4 million ($326.7 million at December 31, 2011). In addition, at December 31, 2012, OMHHF had a loan receivable balance (included in other assets in the consolidated balance sheet) of $22.9 million ($109.3 million at December 31, 2011) which relates to prior loan commitments that have been funded but have not yet been securitized. The “when issued” securitizations of these loans have been sold to market counter-parties.

Derivatives used for trading and investment purposes

Futures contracts represent commitments to purchase or sell securities or other commodities at a future date and at a specified price. Market risk exists with respect to these instruments. Notional or contractual amounts are used to express the volume of these transactions, and do not represent the amounts potentially subject to market risk. The futures contracts the Company used include U.S. Treasury notes, Federal Funds and Eurodollar contracts. At December 31, 2012, the Company had 380 open short contracts for 10-year U.S. Treasury notes with a fair value of $286 million used primarily as an economic hedge of interest rate risk associated with a portfolio of fixed income investments. At December 31, 2012, the Company had 6.0 billion open contracts for Federal Funds futures with a fair value of approximately $120 million used primarily as an economic hedge of interest rate risk associated with government trading activities.

From time-to-time, the Company enters into securities financing transactions that mature on the same date as the underlying collateral (referred to as “repo-to-maturity” transactions). These transactions are treated as a sale of financial assets and a forward repurchase commitment, or conversely as a purchase of financial assets and a forward reverse repurchase commitment. As of December 31, 2012, the Company did not have any repo-to-maturity transactions.

The notional amounts and fair values of the Company’s derivatives at December 31, 2012 and 2011 by product were as follows:

Expressed in thousands of dollars.

Fair Value of Derivative Instruments

As of December 31, 2012

	Description	Notional		Fair Value
Liabilities:
Derivatives not designated as hedging instruments (1)
Commodity contracts	U.S Treasury Futures (2)	$	56,000	$	286
	Federal Funds Futures (2)		6,070,000		120
	Euro Dollars Futures(2)		15,000		4
Other contracts	Auction rate securities purchase commitment (3)		38,343		2,647
Total Liabilities		$	6,179,343	$	3,057

(1) See “Fair Value of Derivative Instruments” above for description of derivative financial instruments.

(2) Included in payable to brokers and clearing organizations on the consolidated balance sheet.

(3) Included in other liabilities on the consolidated balance sheet.

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Expressed in thousands of dollars.

Fair Value of Derivative Instruments

As of December 31, 2011

	Description	Notional		Fair Value
Assets:
Derivatives not designated as hedging instruments (1)
Interest rate contracts	Cap (2)	$	100,000	$	20
Total Assets		$	100,000	$	20
Liabilities:
Derivatives not designated as hedging instruments (1)
Commodity contracts	U.S Treasury Futures (3)	$	20,000	$	66
	Federal Funds Futures (3)		5,985,000		8
Other contracts	Auction rate securities purchase commitment (4)		57,292		2,347
Total Liabilities		$	6,062,292	$	2,421

(1) See “Fair Value of Derivative Instruments” above for description of derivative financial instruments.

(2) Included in receivable from brokers and clearing organizations on the consolidated balance sheet.

(3) Included in payable to brokers and clearing organizations on the consolidated balance sheet.

(4) Included in securities owned on the consolidated balance sheet.

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The following table presents the location and fair value amounts of the Company’s derivative instruments and their effect on the consolidated statement of operations for the year ended December 31, 2012:

Expressed in thousands of dollars.

		Recognized in Income on Derivatives (pre-tax)				Reclassified from Accumulated Other Comprehensive Income into Income – Effective Portion (1) (after–tax)
Hedging Relationship	Description	Location	Gain/ (Loss)			Location	Gain/ (Loss)
Interest rate contracts	Caps (2)	Interest expense	$	(12	)	None	$	—
Commodity contracts	U.S Treasury Futures	Principal transaction revenue		(972	)	None		—
	Federal Funds Futures	Principal transaction revenue		(17	)	None		—
	Euro-dollar Futures	Principal transaction revenue		(10	)	None		—
Foreign exchange contracts	Options	Other		28		Other		—
Other contracts	Auction rate securities purchase commitment	Principal transaction revenue		(300	)	None		—
Total			$	(1,283	)		$	—

(1) There is no ineffective portion included in income for the year ended December 31, 2012.

(2) As noted above in “Cash flow hedges used for asset and liability management”, interest rate caps are used to hedge interest rate risk associated with the Subordinated Note. With the repayment of the Subordinated Note in the second quarter of 2011, this cap is no longer designated as a cash flow hedge. The cap expired worthless on December 31, 2012.

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Collateralized Transactions

The Company enters into collateralized borrowing and lending transactions in order to meet customers’ needs and earn residual interest rate spreads, obtain securities for settlement and finance trading inventory positions. Under these transactions, the Company either receives or provides collateral, including U.S. government and agency, asset-backed, corporate debt, equity, and non-U.S. government and agency securities.

The Company obtains short-term borrowings primarily through bank call loans. Bank call loans are generally payable on demand and bear interest at various rates but not exceeding the broker call rate. At December 31, 2012, bank call loans were $128.3 million ($27.5 million at December 31, 2011).

At December 31, 2012, the Company had collateralized loans, collateralized by firm and customer securities with market values of approximately $158.2 million and $225.8 million, respectively, primarily with two U.S. money center banks. At December 31, 2012, the Company had approximately $1.5 billion of customer securities under customer margin loans that are available to be pledged, of which the Company has repledged approximately $171.2 million under securities loan agreements.

At December 31, 2012, the Company had deposited $339.8 million of customer securities directly with the Options Clearing Corporation to secure obligations and margin requirements under option contracts written by customers.

At December 31, 2012, the Company had no outstanding letters of credit.

The Company finances its government trading operations through the use of repurchase agreements and reverse repurchase agreements. Except as described below, repurchase and reverse repurchase agreements, principally involving government and agency securities, are carried at amounts at which the securities subsequently will be resold or reacquired as specified in the respective agreements and include accrued interest. Repurchase and reverse repurchase agreements are presented on a net-by-counterparty basis, when the repurchase and reverse repurchase agreements are executed with the same counterparty, have the same explicit settlement date, are executed in accordance with a master netting arrangement, the securities underlying the repurchase and reverse repurchase agreements exist in “book entry” form and certain other requirements are met.

Certain of the Company’s repurchase agreements and reverse repurchase agreements are carried at fair value as a result of the Company’s fair value option election. The Company elected the fair value option for those repurchase agreements and reverse repurchase agreements that do not settle overnight or have an open settlement date or that are not accounted for as purchase and sale agreements (such as repo-to-maturity transactions described above). The Company has elected the fair value option for these instruments to more accurately reflect market and economic events in its earnings and to mitigate a potential imbalance in earnings caused by using different measurement attributes (i.e. fair value versus carrying value) for certain assets and liabilities. At December 31, 2012, the fair value of the reverse repurchase agreements and repurchase agreements was $nil and $nil, respectively.

At December 31, 2012, the gross balances of reverse repurchase agreements and repurchase agreements were $1.2 billion and $1.6 billion, respectively ($5.5 billion and $6.1 billion, respectively, at December 31, 2011).

103

The Company receives collateral in connection with securities borrowed and reverse repurchase agreement transactions and customer margin loans. Under many agreements, the Company is permitted to sell or repledge the securities received (e.g., use the securities to enter into securities lending transactions, or deliver to counterparties to cover short positions). At December 31, 2012, the fair value of securities received as collateral under securities borrowed transactions and reverse repurchase agreements was $354.0 million ($209.9 million at December 31, 2011) and $1.2 billion ($5.5 billion at December 31, 2011), respectively, of which the Company has sold and re-pledged approximately $14.3 million ($44.0 million at December 31, 2011) under securities loaned transactions and $1.2 billion under repurchase agreements ($5.5 billion at December 31, 2011).

The Company pledges certain of its securities owned for securities lending and repurchase agreements and to collateralize bank call loan transactions. The carrying value of pledged securities owned that can be sold or re-pledged by the counterparty was $570.0 million, as presented on the face of the consolidated balance sheet at December 31, 2012 ($653.7 million at December 31, 2011). The carrying value of securities owned by the Company that have been loaned or pledged to counterparties where those counterparties do not have the right to sell or re-pledge the collateral was $159.4 million at December 31, 2012 ($119.8 million at December 31, 2011).

The Company manages credit exposure arising from repurchase and reverse repurchase agreements by, in appropriate circumstances, entering into master netting agreements and collateral arrangements with counterparties that provide the Company, in the event of a customer default, the right to liquidate and the right to offset a counterparty’s rights and obligations. The Company also monitors the market value of collateral held and the market value of securities receivable from others. It is the Company’s policy to request and obtain additional collateral when exposure to loss exists. In the event the counterparty is unable to meet its contractual obligation to return the securities, the Company may be exposed to off-balance sheet risk of acquiring securities at prevailing market prices.

As of December 31, 2011, the interest in securities formerly held by one of the Company’s funds which utilized Lehman Brothers International (Europe) as a prime broker was transferred to an investment trust. As of December 31, 2012, the fair value of the Company’s investment in the securities held by Lehman Brothers International (Europe) that were segregated and not re- hypothecated was $7.5 million. This investment has been included in the consolidated financial statements of the Company.

Credit Concentrations

Credit concentrations may arise from trading, investing, underwriting and financing activities and may be impacted by changes in economic, industry or political factors. In the normal course of business, the Company may be exposed to risk in the event customers, counterparties including other brokers and dealers, issuers, banks, depositories or clearing organizations are unable to fulfill their contractual obligations. The Company seeks to mitigate these risks by actively monitoring exposures and obtaining collateral as deemed appropriate. Included in receivable from brokers and clearing organizations as of December 31, 2012 are receivables from one major U.S. broker-dealer totaling approximately $78.6 million.

Through OPY Credit Corp., the Company utilized a warehouse facility provided by CIBC to extend financing commitments to third party borrowers identified by the Company. As of December 31, 2012, the Company utilized $nil ($65.9 million as of December 31, 2011) under such warehouse facility and had $nil in Excess Retention ($nil as of December 31, 2011). This warehouse arrangement terminated on July 15, 2012. However, the Company will remain contingently liable for some minimal expenses in relation to this facility related to commitments made by CIBC to borrowers introduced by the Company until such borrowings are repaid by the borrower or until 2016, whichever is the sooner to occur. All such owed amounts will continue to be reflected in the Company’s consolidated statement of operations as incurred.

104

The Company reached an agreement with RBS Citizens, NA (“Citizens”) that was announced in July 2012, whereby the Company, through OPY Credit Corp., will introduce lending opportunities to Citizens, which Citizens can elect to accept and in which the Company will participate in the fees earned from any related commitment by Citizens. The Company can also in certain circumstances assume a portion of Citizen’s syndication and lending risk under such loans, and if it does so it shall be obligated to secure such obligations via a cash deposit determined through risk based formulas. Neither the Company nor Citizens is obligated to make any specific loan or to commit any minimum amount of lending capacity to the relationship. The agreement also calls for Citizens and the Company at their option to jointly participate in the arrangement of various loan syndications. At December 31, 2012, there were no loans in place.

The Company is obligated to settle transactions with brokers and other financial institutions even if its clients fail to meet their obligations to the Company. Clients are required to complete their transactions on settlement date, generally one to three business days after trade date. If clients do not fulfill their contractual obligations, the Company may incur losses. The Company has clearing/participating arrangements with the National Securities Clearing Corporation (“NSCC”), the Fixed Income Clearing Corporation (“FICC”), R.J. O’Brien & Associates (commodities transactions) and others. With respect to its business in reverse repurchase and repurchase agreements, substantially all open contracts at December 31, 2012 are with the FICC. In addition, the Company recently began clearing its non-U.S. international equities business carried on by Oppenheimer Europe Ltd. and Oppenheimer Investments Asia Ltd. through BNP Paribas Securities Services. The clearing corporations have the right to charge the Company for losses that result from a client’s failure to fulfill its contractual obligations. Accordingly, the Company has credit exposures with these clearing brokers. The clearing brokers can re-hypothecate the securities held on behalf of the Company. As the right to charge the Company has no maximum amount and applies to all trades executed through the clearing brokers, the Company believes there is no maximum amount assignable to this right. At December 31, 2012, the Company had recorded no liabilities with regard to this right. The Company’s policy is to monitor the credit standing of the clearing brokers and banks with which it conducts business.

OMHHF, which is engaged in mortgage brokerage and servicing, has obtained an uncommitted warehouse facility line through PNC Bank (“PNC”) under which OMHHF pledges Federal Housing Administration (“FHA”) guaranteed mortgages for a period of up to 10 business days and PNC table funds the principal payment to the mortgagee. OMHHF repays PNC upon the securitization of the mortgage by the Government National Mortgage Association (“GNMA”) and the delivery of the security to the counter party for payment pursuant to a contemporaneous sale on the date the mortgage is funded. At December 31, 2012, OMHHF had $8.1 million outstanding under the warehouse facility line at a variable interest rate of 1 month LIBOR plus 1.85%. Interest expense for the year ended December 31, 2012 was $895,000 ($1.7 million in 2011).

As discussed in note 4, Financial instruments, the Company enters into TBA transactions to offset exposures related to commitments to provide funding for FHA loans at OMHHF. In the normal course of business, the Company may be exposed to the risk that counterparties to these TBAs are unable to fulfill their contractual obligations.

Variable Interest Entities (“VIEs”)

VIEs are entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The primary beneficiary of a VIE is the party that absorbs a majority of the entity’s expected losses, receives a majority of its expected residual returns, or both, as a result of holding variable interests. The enterprise that is considered the primary beneficiary of a VIE consolidates the VIE.

105

A subsidiary of the Company serves as general partner of hedge funds and private equity funds that were established for the purpose of providing investment alternatives to both its institutional and qualified retail clients. The Company holds variable interests in these funds as a result of its right to receive management and incentive fees. The Company’s investment in and additional capital commitments to these hedge funds and private equity funds are also considered variable interests. The Company’s additional capital commitments are subject to call at a later date and are limited in amount.

The Company assesses whether it is the primary beneficiary of the hedge funds and private equity funds in which it holds a variable interest in the context of the total general and limited partner interests held in these funds by all parties. In each instance, the Company has determined that it is not the primary beneficiary and therefore need not consolidate the hedge funds or private equity funds. The subsidiaries’ general partnership interests, additional capital commitments, and management fees receivable represent its maximum exposure to loss. The subsidiaries’ general partnership interests and management fees receivable are included in other assets on the consolidated balance sheet.

The following tables set forth the total VIE assets, the carrying value of the subsidiaries’ variable interests, and the Company’s maximum exposure to loss in Company-sponsored non-consolidated VIEs in which the Company holds variable interests and other non-consolidated VIEs in which the Company holds variable interests at December 31, 2012 and 2011:

As of December 31, 2012

Expressed in thousands of dollars.

	Total VIE Assets  (1)		Carrying Value of the Company’s Variable Interest				Capital Commitments		Maximum Exposure to Loss in Non- consolidated VIEs
			Assets (2)		Liabilities
Hedge Funds	$	1,868,178	$	372	$	—	$	—	$	372
Private Equity Funds		171,169		32		—		8		40
Total	$	2,039,347	$	404	$	—	$	8	$	412

As of December 31, 2011

Expressed in thousands of dollars.

	Total VIE Assets  (1)		Carrying Value of the Company’s Variable Interest				Capital Commitments		Maximum Exposure to Loss in Non- consolidated VIEs
			Assets (2)		Liabilities
Hedge Funds	$	1,668,508	$	393	$	—	$	—	$	393
Private Equity Funds		142,275		27		—		13		40
Total	$	1,810,783	$	420	$	—	$	13	$	433

(1) Represents the total assets of the VIEs and does not represent the Company’s interests in the VIEs.

(2) Represents the Company’s interests in the VIEs and is included in other assets on the consolidated balance sheet.

106

5. Office Facilities

Expressed in thousands of dollars.

			Accumulated depreciation/		December 31, 2012		December 31, 2011
	Cost		Amortization		Net book value		Net book value
Furniture, fixtures and equipment	$	70,432	$	61,083	$	9,349	$	11,628
Leasehold improvements		46,927		27,944		18,983		5,348
	$	117,359	$	89,027	$	28,332	$	16,976

Depreciation and amortization expense, included in occupancy and equipment costs, was $10.5 million, $11.9 million and $12.4 million in the years ended December 31, 2012, 2011 and 2010, respectively.

During the year ended December 31, 2012, the Company was reimbursed $15.0 million from its landlord at its New York City corporate headquarters for purchases of fixed assets and leasehold improvements.

6. Bank Call Loans

Bank call loans, primarily payable on demand, bear interest at various rates but not exceeding the broker call rate, which was 2.0% at December 31, 2012 (2.0% at December 31, 2011). Details of the bank call loans are as follows.

Expressed in thousands of dollars, except percentages.

	2012			2011
Year-end balance	$	128,300		$	27,500
Weighted interest rate (at end of year)		1.23	%		1.25	%
Maximum balance (at any month end)	$	171,400		$	178,600
Average amount outstanding (during the year)	$	73,227		$	92,657
Average interest rate (during the year)		1.27	%		1.25	%

Interest expense for the year ended December 31, 2012 on bank call loans was $996,200 ($1.2 million in 2011 and $805,200 in 2010).

107

7. Long-term debt

Expressed in thousands of dollars.

Issued	Maturity Date		December 31, 2012		December 31, 2011
Senior Secured Notes (a)		4/15/2018	$	195,000	$	195,000
Senior Secured Credit Note (b)		7/31/2013*	$	—	$	—
Subordinated Note (c)		1/31/2014*	$	—	$	—

* Retired on April 12, 2011

(a) On April 12, 2011, the Company completed the private placement of $200.0 million in aggregate principal amount of 8.75 percent Senior Secured Notes due April 15, 2018 at par (the “Notes”).The interest on the Notes is payable semi-annually on April 15^th and October 15^th. Proceeds from the private placement were used to retire the Senior Secured Credit Note due 2013 ($22.4 million) and the Subordinated Note due 2014 ($100.0 million) and for other general corporate purposes. The private placement resulted in the fixing of the interest rate over the term of the Notes compared to the variable rate debt that was retired and an extension of the debt maturity dates as described above. The cost to issue the Notes was approximately $4.6 million which was capitalized in the second quarter of 2011 and will be amortized over the period of the Notes. The Company wrote off $344,000 in unamortized debt issuance costs related to the Senior Secured Credit Note during the second quarter of 2011. Additionally, as a result of the retirement of the Subordinated Note, the effective portion of the net loss of $1.3 million related to the interest rate cap cash flow hedge was reclassified from accumulated other comprehensive income (loss) on the consolidated balance sheet to interest expense in the consolidated statement of operations during the second quarter of 2011.

The indenture for the Notes contains covenants which place restrictions on the incurrence of indebtedness, the payment of dividends, sale of assets, mergers and acquisitions and the granting of liens. The Notes provide for events of default including nonpayment, misrepresentation, breach of covenants and bankruptcy. The Company’s obligations under the Notes are guaranteed, subject to certain limitations, by the same subsidiaries that guaranteed the obligations under the Senior Secured Credit Note and the Subordinated Note which were retired. These guarantees may be shared, on a senior basis, under certain circumstances, with newly incurred debt outstanding in the future. At December 31, 2012, the Company was in compliance with all of its covenants.

On July 12, 2011, the Company’s Registration Statement on Form S-4 filed to register the exchange of the Notes for fully registered Notes was declared effective by the SEC. The Exchange Offer was completed in its entirety on August 9, 2011.

In November, 2011, the Company repurchased $5.0 million of its Notes at a cost of $4.7 million resulting in the recording of a gain of $300,000 during the fourth quarter of 2011. The Company continued to hold these Notes at December 31, 2012.

On April 4, 2012, the Company’s Registration Statement on Form S-3 filed to enable the Company to act as a market maker in connection with the Notes was declared effective by the SEC.

Interest expense for the year ended December 31, 2012 on the Notes was $17.1 million ($12.5 million in 2011 and $nil in 2010). Interest paid on the Notes for the year ended December 31, 2012 was $17.1 million ($8.9 million in 2011).

At December 31, 2012, the Notes was trading at $104.56 per $100.

(b) In 2006, the Company issued a Senior Secured Credit Note in the amount of $125.0 million at a variable interest rate based on LIBOR with a seven-year term to a syndicate led by Morgan Stanley Senior Funding Inc., as agent. In accordance with the Senior Secured Credit Note, the Company provided certain covenants to the lenders with respect to the maintenance of a minimum fixed charge ratio and maximum leverage ratio and minimum net capital requirements with respect to Oppenheimer.

108

The remaining principal balance of the Senior Secured Credit Note in the amount of $22.4 million was repaid in full on April 12, 2011 in connection with the issuance of the Notes described in (a) above.

Interest expense, as well as interest paid for the year ended December 31, 2011, on the Senior Secured Credit Note was $306,000 ($1.5 million in 2010).

(c) On January 14, 2008, in connection with the acquisition of certain businesses from CIBC World Markets Corp., CIBC made a loan in the amount of $100.0 million and the Company issued a Subordinated Note to CIBC in the amount of $100.0 million at a variable interest rate based on LIBOR. The purpose of this note was to support the capital requirements of the acquired business. In accordance with the Subordinated Note, the Company provided certain covenants to CIBC with respect to the maintenance of a minimum fixed charge ratio and maximum leverage ratio and minimum net capital requirements with respect to Oppenheimer.

The principal balance of the Subordinated Note in the amount of $100.0 million was repaid in full on April 12, 2011 in connection with the issuance of the Notes described in (a) above.

Interest expense, as well as interest paid for the year ended December 31, 2011, on the Subordinated Note was $1.6 million ($5.7 million in 2010).

8. Share capital

The Company’s authorized share capital consists of (a) 50,000,000 shares of Preferred Stock, par value $0.001 per share; (b) 50,000,000 shares of Class A non-voting common stock, par value $0.001 per share (“Class A Stock”); and (c) 99,680 shares of Class B voting common stock, par value $0.001 per share (“Class B Stock”). No Preferred Stock has been issued. 99,680 shares of Class B Stock have been issued and are outstanding.

The Class A and the Class B Stock are equal in all respects except that the Class A Stock is non-voting.

The following table reflects changes in the number of shares of Class A Stock outstanding for the periods indicated:

	2012			2011		2010
Class A Stock outstanding, beginning of year		13,572,265			13,268,522		13,118,001
Issued pursuant to share-based compensation plans*		57,652			303,743		150,521
Repurchased and cancelled pursuant to the issuer bid		(121,599	)		—		—
Class A Stock outstanding, end of year		13,508,318			13,572,265		13,268,522

* Share-based compensation plans are described in note 12.

109

Stock buy-back

On October 7, 2011, the Company announced its intention to purchase up to 675,000 shares of its Class A Stock in compliance with the rules and regulations of the New York Stock Exchange and the Securities and Exchange Commission and the terms of its senior secured debt. The 675,000 shares represented approximately 5% of its then 13,572,265 issued and outstanding shares of Class A Stock. Any such purchases will be made by the Company in the open market at the prevailing open market price using cash on hand. All shares purchased will be cancelled. The repurchase program is expected to continue indefinitely. The repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of Class A Stock. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.

In 2012, the Company purchased and cancelled an aggregate of 121,599 shares of Class A Stock for total consideration of $1.9 million ($15.35 per share). The Company did not buy back any stock under this program in 2011.

In 2010, the Company did not have a stock buy-back program in place.

Dividends

In 2012, the Company paid cash dividends of $0.44 per share to holders of Class A and Class B Stock as follows ($0.44 in 2011 and 2010):

Dividends per share	Record Date	Payment Date
$0.11	February 10, 2012	February 24, 2012
$0.11	May 11, 2012	May 25, 2012
$0.11	August 10, 2012	August 24, 2012
$0.11	November 9, 2012	November 23, 2012

9. Contributed Capital

Contributed capital includes the impact of share-based awards. See note 12 for further discussion. Also included in contributed capital is the grant date fair value of warrants issued in 2008 which expire on April 13, 2013.

10. Earnings per share

Basic earnings per share was computed by dividing net profit by the weighted average number of shares of Class A and Class B Stock outstanding. Diluted earnings per share includes the weighted average number of shares of Class A and Class B Stock outstanding and the effects of the warrants using the if converted method and options to purchase the Class A Stock and restricted stock awards of Class A Stock using the treasury stock method.

110

Earnings per share has been calculated as follows:

Expressed in thousands of dollars, except share and per share amounts.

	Year ended December 31,
	2012			2011		2010
Basic weighted average number of shares outstanding		13,602,205			13,638,087		13,340,846
Net dilutive effect of warrants, treasury method (1)		—			—		—
Net dilutive effect of share-based awards, treasury method (2)		—			298,646		556,415
Diluted common shares		13,602,205			13,936,733		13,897,261
Net profit (loss), for the year	$	(851	)	$	12,617	$	40,780
Net profit attributable to non-controlling interests		2,762			2,301		2,248
Net profit available to Oppenheimer Holdings Inc. stockholders and assumed conversions	$	(3,613	)	$	10,316	$	38,532
Basic earnings per share	$	(0.27	)	$	0.76	$	2.89
Diluted earnings per share	$	(0.27	)	$	0.74	$	2.77

(1) As part of the consideration for the 2008 acquisition of certain businesses from CIBC World Markets Corp., the Company issued a warrant to CIBC to purchase 1 million shares of Class A Stock of the Company at $48.62 per share exercisable five years from the January 14, 2008 acquisition date. The warrants expire on April 13, 2013. For the years ended December 31, 2012, 2011 and 2010, the effect of the warrants is anti-dilutive.

(2) The diluted earnings per share computations do not include the antidilutive effect of the following items:

	Year ended December 31,
	2012		2011		2010
Number of antidilutive warrants, options and restricted shares, for the year		1,936,871		1,142,028		1,254,279

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11. Income Taxes

The income tax provision shown in the consolidated statements of operations is reconciled to amounts of tax that would have been payable (recoverable) from the application of the federal tax rate to pre-tax profit, as follows:

Amounts are expressed in thousands of dollars.

	Year ended December 31,
	2012						2011						2010
	Amount			Percentage			Amount			Percentage			Amount			Percentage
U.S. federal statutory income tax rate	$	(184	)		35.0	%	$	6,246			35.0	%	$	23,797			35.0	%
U.S. state and local income taxes, net of U.S. federal income tax benefits		(1,585	)					840			4.7	%		3,569			5.2	%
Unrecognized tax benefits		1,524						—			0.0	%		—			0.0	%
Tax exempt income, net of interest expense		(561	)					(647	)		-3.6	%		(473	)		-0.7	%
Business promotion and other non-deductible expenses		851						620			3.5	%		616			0.9	%
Adjustments to reflect prior year tax return filings		(294	)					(552	)		-3.1	%		24			0.0	%
Tax rate change on deferred income taxes		390						(734	)		-4.1	%		955			1.4	%
Insurance proceeds, non-taxable		(349	)					(821	)		-4.6	%		—			0.0	%
Non-U.S. Operations		678						348			1.9	%		(232	)		-0.3	%
Other		(146	)					(69	)		-0.4	%		(1,045	)		-1.5	%
Total Income Tax Expense	$	324			n/m		$	5,231			29.3	%	$	27,211			40.0	%

n/m = not meaningful

Income taxes included in the consolidated statements of operations represent the following:

Expressed in thousands of dollars.

	Year ended December 31,
	2012			2011			2010
Current:
U.S. federal tax (benefit)	$	19,918		$	5,312		$	(11,471	)
State and local tax (benefit)		2,765			19			6,390
Non-U.S. operations		(61	)		113			685
		22,622			5,444			(4,396	)
Deferred:
U.S. federal tax (benefit)		(17,303	)		143			27,799
State and local tax (benefit)		(4,890	)		(1,029	)		3,356
Non U.S. operations (benefit)		(105	)		673			452
		(22,298	)		(213	)		31,607
	$	324		$	5,231		$	27,211

Profit (loss) before income taxes with respect to foreign operations was $(2.4) million, $1.3 million and $3.7 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Tax expense for 2012 was lower than in 2011 primarily because of pretax losses in 2012 versus pretax income in 2011. Moreover, the Company recorded tax credits of $1.9 million (net of federal taxes) related to state investment and employment incentives for investments previously made. These tax credits had the effect of lowering tax expense. However, there were several items that increased tax expense during 2012 compared to what it would have been otherwise. During the three months ended June 30, 2012, the Company recorded adjustments of $1.3 million related to prior periods (this figure reflecting the tax effects of interest deductions) to establish additional reserves for taxes and to adjust related interest. Tax expense was also increased in 2012 by higher nondeductible penalties in 2012 compared to 2011 due to various settlements during 2012 and by lower nontaxable benefits received in 2012 (compared to 2011) with respect to life insurance on employees of which the Company is the beneficiary.

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The Company permanently reinvests eligible earnings of its foreign subsidiaries and, accordingly, does not accrue any U.S. income taxes that would arise if these earnings were repatriated. The unrecognized deferred tax liability associated with earnings of foreign subsidiaries, net of associated U.S. foreign tax credits, is $1.4 million for those subsidiaries with respect to which the Company would be subject to residual U.S. tax on cumulative earnings through 2012 were those earnings to be repatriated.

Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when such differences are expected to reverse. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2012 and 2011 were as follows:

Expressed in thousands of dollars.

	December 31,
	2012		2011
Deferred tax assets:
Employee deferred compensation plans	$	22,819	$	17,280
Reserve for litigation and legal fees		17,019		5,469
Book versus tax depreciation differences		5,931		3,675
Involuntary conversion		1,686		1,534
Allowance for doubtful accounts		941		1,044
Other		18,973		16,317
Total deferred tax assets		67,369		45,319
Deferred tax liabilities:
Goodwill amortization (Section 197)		39,391		34,915
Change in accounting method		—		8,075
Partnership investments		6,273		7,020
Capital markets acquisition (2008)		—		4,801
Mortgage Servicing Rights		6,679		3,387
Other		2,559		1,247
Total deferred tax liabilities		54,902		59,445
U.S. deferred tax asset/(liabilities) , net		12,467		(14,126	)
Non U.S. deferred tax asset/(liabilities), net		3,873		3,824
Deferred tax asset/(liabilities), net	$	16,340	$	(10,302	)

The Company has a deferred tax asset arising from a net operating loss of $2.8 million and $1.0 million related to Oppenheimer Israel (OPCO) Ltd. and Oppenheimer Investments Asia Ltd., respectively, at December 31, 2012. The Company believes that realization of the deferred tax asset is more likely than not based on expectations of future taxable income in Israel and Asia. These net operating losses carry forward indefinitely and are not subject to expiration, provided that these subsidiaries and their underlying businesses continue operating normally (as is anticipated).

The Company has a deferred tax asset of $982,000 as of December 31, 2012 arising from New York State Investment Tax Credits and Employment Incentive Credits carried forward to future years. These credits will expire if not used by 2027.

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Goodwill arising from the acquisitions of Josephthal Group Inc. and the Oppenheimer Divisions is being amortized for tax purposes on a straight-line basis over 15 years. The difference between book and tax is recorded as a deferred tax liability.

The Company or one or more of its subsidiaries file income tax returns in the U.S. federal jurisdiction, and in various states and foreign jurisdictions. The Company is currently under examination in the U.S. federal jurisdiction by the Internal Revenue Service (the “IRS”) for 2009 and loss carryback years 2004 and 2005. The Company has closed other tax years through 2008 in the U.S. federal jurisdiction.

The Company is under examination in various states and overseas jurisdictions in which the Company has significant business operations. The Company has closed tax years through 2007 for New York State and is currently under exam for the period 2008 to 2011. The Company also has closed tax years through 2007 with New York City and is currently under exam for the 2008 tax year. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years before 2008.

The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions resulting from the aforementioned examinations and those that may be take place for subsequent years. The Company has established tax reserves that the Company believes are adequate in relation to the potential for additional assessments. Once established, the Company adjusts tax reserves only when more information is available or when an event occurs necessitating a change to the reserves. The Company believes that the resolution of tax matters will not have a material effect on the consolidated financial condition of the Company, although a resolution could have a material impact on the Company’s consolidated statement of operations for a particular future period and on the Company’s effective income tax rate for any period in which such resolution occurs.

The Company has unrecognized tax benefits of $5.2 million as of December 31, 2012. Of this amount, $661,000 would favorably impact the effective tax rate if recognized. A reconciliation of the beginning and ending amount of unrecognized tax benefit follows:

Expressed in thousands of dollars.

	2012		2011
Balance at January 1	$	2,317	$	—
Additions for tax positions of prior years		2,919		2,317
Balance at December 31	$	5,236	$	2,317

The Company records interest and penalties accruing on unrecognized tax benefits in pretax income as interest expense and other expense on its statement of operations, respectively. For the years ended December 31, 2012 and 2011, the Company recorded tax-related interest (benefit) expense of $(408,000) and $753,000, respectively, in its statement of operations. At December 31, 2012 and 2011, the Company had an income tax-related interest payable of $345,000 and $753,000, respectively, on its consolidated statement of financial condition.

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12. Employee Compensation Plans

Share-based Compensation

The Company has share-based compensation plans which are accounted for at fair value in accordance with the applicable accounting guidance. The Company estimates the fair value of share-based awards using the Black-Scholes option-pricing model and applies to it a forfeiture rate based on historical experience. The accuracy of this forfeiture rate is reviewed at least annually for reasonableness. Key input assumptions used to estimate the fair value of share-based awards include the expected term and the expected volatility of the Company’s Class A Stock over the term of the award, the risk-free interest rate over the expected term, and the Company’s expected annual dividend yield. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating fair values of the Company’s outstanding unvested share-based awards. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive share-based awards.

The fair value of each award of stock options was estimated on the grant date using the Black-Scholes option- pricing model with the following assumptions:

	Grant date assumptions
	2012			2011			2010			2009			2008			2007
Expected term (1)		5 years			5 years			4.5 years			5 years			2.4 years			5 years
Expected volatility factor (2)		54.95	%		52.52	%		48.58	%		39.17	%		36.41	%		39.67	%
Risk-free interest rate (3)		0.70	%		2.00	%		2.62	%		3.32	%		2.13	%		4.54	%
Actual dividends (4)	$	0.44		$	0.44		$	0.44		$	0.44		$	0.44		$	0.40

(1) The expected term was determined based on actual awards.

(2) The volatility factor was measured using the weighted average of historical daily price changes of the Company’s Class A Stock over a historical period commensurate to the expected term of the awards.

(3) The risk-free interest rate was based on periods equal to the expected term of the awards based on the U.S. Treasury yield curve in effect at the time of grant.

(4) Actual dividends were used to compute the expected annual dividend yield.

Equity Incentive Plan

Under the Company’s 2006 Equity Incentive Plan, adopted December 11, 2006 and amended December 2011 and its 1996 Equity Incentive Plan, as amended March 10, 2005 (together “EIP”), the Compensation Committee of the Board of Directors of the Company may grant options to purchase Class A Stock, Class A Stock awards and restricted Class A Stock awards to officers and key employees of the Company and its subsidiaries. Grants of options were made to the Company’s non-employee directors on a formula basis through 2012. Except in 2008, options are generally granted for a five-year term and generally vest at the rate of 25% of the amount granted on the second anniversary of the grant, 25% on the third anniversary of the grant, 25% on the fourth anniversary of the grant and 25% six months before expiration. In 2008, options were generally granted for a three year term and generally vested at the rate of 33% of the amount granted on both the first and second anniversary of the grant and 33% three months before expiration.

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Stock option activity under the EIP since January 1, 2011 is summarized as follows:

	Year ended December 31, 2012					Year ended December 31, 2011
	Number of shares			Weighted average exercise price		Number of shares			Weighted average exercise price
Options outstanding, beginning of year		164,193		$	29.04		284,976		$	34.39
Options granted		1,590		$	19.31		37,333		$	26.18
Options exercised		—			—		(13,532	)	$	24.88
Options forfeited or expired		(78,980	)	$	35.09		(144,584	)	$	39.24
Options outstanding, end of year		86,803		$	23.35		164,193		$	29.04
Options vested, end of year		36,023		$	22.59		87,279		$	32.86
Weighted average fair value of options granted during the year	$	7.67				$	10.89

The aggregate intrinsic value of options outstanding as of December 31, 2012 was $134,600. The aggregate intrinsic value of vested options as of December 31, 2012 was $78,300. The aggregate intrinsic value of options that are expected to vest is $131,900 as of December 31, 2012.

The following table summarizes stock options outstanding and exercisable as at December 31, 2012:

Range of exercise prices	Number outstanding		Weighted average remaining contractual life		Weighted average exercise price of outstanding options		Number exercisable (vested)		Weighted average exercise price of vested options
$9.60 - $25.00		31,454		1.44 years	$	13.76		16,757	$	12.91
$25.01 - $39.45		55,349		2.57 years	$	28.81		19,266	$	31.01
$9.60 - $39.45		86,803		2.16 years	$	23.35		36,023	$	22.59

The following table summarizes the status of the Company’s non-vested options for the year ended December 31, 2012:

	Year ended December 31, 2012
	Number of Options			Weighted average fair value
Non-vested beginning of year		76,914		$	8.88
Granted		1,590		$	7.67
Vested		(27,724	)	$	9.03
Forfeited or expired		—			—
Non-vested end of year		50,780		$	9.49

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In the year ended December 31, 2012, the Company has included approximately $164,200 ($322,500 in 2011 and $554,000 in 2010) of compensation expense in its consolidated statement of operations relating to the expensing of stock options.

As of December 31, 2012, there was approximately $319,400 of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the EIP. The cost is expected to be recognized over a weighted average period of 2.16 years.

Employee Share Plan

On March 10, 2005, the Company approved the Oppenheimer & Co. Inc. Employee Share Plan (“ESP”) for employees of the Company and its subsidiaries resident in the U.S. to attract, retain and provide incentives to key management employees. The Compensation Committee of the Board of Directors of the Company may grant stock awards and restricted stock awards pursuant to the ESP. ESP awards are being accounted for as equity awards and valued at grant date fair value. ESP awards are generally awarded for a three or five year term and 100% vest at the end of the term.

The Company has awarded restricted Class A Stock to certain employees as part of their compensation package pursuant to the ESP. These awards are granted from time to time throughout the year based upon the recommendation of the Compensation Committee of the Board of Directors of the Company. These ESP awards are priced at fair value on the date of grant and typically require the completion of a service period (determined by the Compensation Committee). Dividends may or may not accrue during the service period, depending on the terms of individual ESP awards.

The following table summarizes the status of the Company’s non-vested ESP awards for the year ended December 31, 2012:

	Number of shares of Class A Stock subject to ESP awards			Weighted average fair value		Remaining contractual life
Non-vested beginning of year		760,902		$	20.94		2.8 years
Granted		174,818		$	15.64		3.7 years
Vested		(57,652	)	$	21.60		—
Forfeited or expired		(28,000	)	$	24.08		—
Non-vested end of year		850,068		$	19.38		2.3 years

At December 31, 2012, all outstanding ESP awards were non-vested. The aggregate intrinsic value of ESP awards outstanding as of December 31, 2012 was approximately $14.7 million. The aggregate intrinsic value of ESP awards that are expected to vest is $14.0 million as of December 31, 2012. In the year ended December 31, 2012, the Company included approximately $3.4 million ($3.7 million in 2011 and $7.1 million in 2010) of compensation expense in its consolidated statements of operations relating to ESP awards.

As of December 31, 2012, there was approximately $7.8 million of total unrecognized compensation cost related to unvested ESP awards. The cost is expected to be recognized over a weighted average period of 2.3 years.

At December 31, 2012, the number of shares of Class A Stock available under the EIP and the ESP, but not yet awarded, was 319,587.

On January 2, 2013, the Company awarded 13,250 restricted shares of Class A Stock to its independent directors under the ESP. These shares of Class A Stock will vest as follows: 25% on July 1, 2013 , 2014, 2015 and 2016.

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On January 23, 2013, the Company awarded 105,470 restricted shares of Class A Stock to an executive officer of the Company pursuant to the ESP. This award cliff vests on January 22, 2016 and will be expensed over 3 years.

On February 25, 2013, the Company awarded a total of 387,750 restricted shares of Class A Stock to current employees pursuant to the ESP. Of these restricted shares, 201,500 shares will cliff vest in three years and 186,250 shares will cliff vest in five years. These awards will be expensed over the applicable three or five year vesting period.

On January 24, 2013, the Company awarded a total of 951 options to purchase Class A Stock to current employees pursuant to the EIP. These options will be expensed over 4.5 years (the vesting period).

Stock Appreciation Rights

The Company has awarded Oppenheimer stock appreciation rights (“OARs”) to certain employees as part of their compensation package based on a formula reflecting gross production and length of service. These awards are granted once per year in January with respect to the prior year’s production. The OARs vest five years from grant date and will be settled in cash at vesting. The OARs are being accounted for as liability awards and are revalued on a monthly basis. The adjusted liability is being amortized on a straight-line basis over the vesting period.

The fair value of each OARs award was estimated as at December 31, 2012 using the Black-Scholes option-pricing model.

Grant date	Number of OARs outstanding		Strike price		Remaining contractual life		Fair value as at December 31, 2012
January 10, 2008		383,645	$	37.78		9 days	$	—
January 12, 2009		358,930	$	12.74		1 year	$	5.83
January 19. 2010		292,560	$	30.68		2 years	$	1.65
January 13, 2011		392,630	$	26.35		3 years	$	2.12
January 19, 2012		428,230	$	18.94		4 years	$	5.74
		1,855,995
Total weighted average values			$	25.05		2.1 years	$	3.16

At December 31, 2012, all outstanding OARs were unvested. At December 31, 2012, the aggregate intrinsic value of OARs outstanding and expected to vest was $1.6 million. In the year ended December 31, 2012, the Company included approximately $590,000 (net credit of $2.9 million in 2011 and $3.4 million in 2010) in compensation expense in its consolidated statement of operations relating to OARs awards. The liability related to the OARs was approximately $2.6 million as of December 31, 2012.

As of December 31, 2012, there was approximately $2.7 million of total unrecognized compensation cost related to unvested OARs. The cost is expected to be recognized over a weighted average period of 2.1 years.

On January 14, 2013, 474,130 OARs were awarded to Oppenheimer employees related to fiscal 2012 performance. These OARs will be expensed over 5 years (the vesting period).

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Defined Contribution Plan

The Company, through its subsidiaries, maintains a defined contribution plan covering substantially all full-time U.S. employees. The Oppenheimer & Co. Inc. 401(k) Plan provides that Oppenheimer may make discretionary contributions. Eligible Oppenheimer employees may make voluntary contributions which may not exceed $17,000, $16,500 and $16,500 per annum in 2012, 2011 and 2010, respectively. The Company made contributions to the 401(k) Plan of $1.1 million, $1.9 million, and $3.5 million in 2012, 2011 and 2010, respectively.

Deferred Compensation Plans

The Company maintains an Executive Deferred Compensation Plan (“EDCP”) and a Deferred Incentive Plan (“DIP”) in order to offer certain qualified high-performing financial advisers a bonus based upon a formula reflecting years of service, production, net commissions and a valuation of their clients’ assets. The bonus amounts resulted in deferrals in fiscal 2012 of approximately $8.1 million ($6.8 million in 2011 and $7.0 million in 2010). These deferrals normally vest after five years. The liability is being recognized on a straight-line basis over the vesting period. The EDCP also includes voluntary deferrals by senior executives that are not subject to vesting. The Company maintains a Company-owned life insurance policy, which is designed to offset approximately 60% of the EDCP liability. The EDCP liability is being tracked against the value of a phantom investment portfolio held for this purpose. At December 31, 2012, the Company’s liability with respect to the EDCP and DIP totaled $41.6 million and is included in accrued compensation on the consolidated balance sheet at December 31, 2012.

In addition, the Company is maintaining a deferred compensation plan on behalf of certain employees who were formerly employed by CIBC World Markets. The liability is being tracked against the value of an investment portfolio held by the Company for this purpose and, therefore, the liability fluctuates with the fair value of the underlying portfolio. At December 31, 2012, the Company’s liability with respect to this plan totaled $14.0 million.

The total amount expensed in 2012 for the Company’s deferred compensation plans was $12.1 million ($5.5 million in 2011 and $11.0 million in 2010).

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13. Commitments and Contingencies

Commitments

The Company and its subsidiaries have operating leases for office space, equipment and furniture and fixtures expiring at various dates through 2028. Future minimum rental commitments under such office and equipment leases as at December 31, 2012 are as follows.

Expressed in thousands of dollars.

2013	$	41,595
2014		38,894
2015		33,473
2016		29,407
2017		25,849
2018 and thereafter		153,482
Total	$	322,700

Certain of the leases contain provisions for rent increases based on changes in costs incurred by the lessor.

The Company’s rent expense for the year ended December 31, 2012 was $51.2 million ($49.5 million in 2011 and $50.4 million in 2010).

During the fourth quarter of 2012 the Company received rent abatement credits of $1.7 million as a result of temporarily vacating its two principal offices in downtown Manhattan in the aftermath of Superstorm Sandy.

At December 31, 2012, the Company had capital commitments of approximately $5.1 million with respect to its obligations in its role as sponsor for certain private equity funds.

At December 31, 2012, the Company had no collateralized or uncollateralized letters of credit outstanding.

Contingencies

Legal—Many aspects of the Company’s business involve substantial risks of liability. In the normal course of business, the Company has been named as defendant or co-defendant in various legal actions, including arbitrations, class actions, and other litigation, creating substantial exposure. Certain of the actual or threatened legal matters include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. These proceedings arise primarily from securities brokerage, asset management and investment banking activities.

For legal proceedings set forth below where there is at least a reasonable possibility that a loss or an additional loss may be incurred, the Company estimates a range of aggregate loss in excess of amounts accrued of $0 to approximately $125.5 million. This estimated aggregate range is based upon currently available information for those legal proceedings in which the Company is involved, where an estimate for such losses can be made. For certain cases, the Company does not believe that an estimate can currently be made. The foregoing estimate is based on various factors, including the varying stages of the proceedings (including the fact that many are currently in preliminary stages), the numerous yet-unresolved issues in many of the proceedings and the attendant uncertainty of the various potential outcomes of such proceedings. Accordingly, the Company’s estimate will change from time to time, and actual losses may be more than the current estimate.

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Regulatory—The Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding the Company’s business which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. The investigations include, among other things, inquiries from the Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority (“FINRA”) and various state regulators.

Auction Rate Securities—In February 2010, Oppenheimer finalized settlements with each of the New York Attorney General’s office (“NYAG”) and the Massachusetts Securities Division (“MSD” and, together with the NYAG, the “Regulators”) concluding investigations and administrative proceedings by the Regulators concerning Oppenheimer’s marketing and sale of ARS. Pursuant to those settlements and legal settlements, as of December 31, 2012, the Company purchased and holds approximately $77.1 million in ARS from its clients pursuant to several purchase offers and legal settlements. The Company’s purchases of ARS from its clients will, subject to the terms and conditions of the settlements with the regulators, continue on a periodic basis pursuant to the settlements with the Regulators. In addition, the Company is committed to purchase another $38.3 million in ARS from clients through 2016. The ultimate amount of ARS to be repurchased by the Company cannot be predicted with any certainty and will be impacted by redemptions by issuers and legal and other actions by clients during the relevant period, which cannot be predicted. The Company also held $150,000 in ARS in its proprietary trading account as of December 31, 2012 as a result of the failed auctions in February 2008. These ARS positions primarily represent Auction Rate Preferred Securities issued by closed-end funds and, to a lesser extent, Municipal Auction Rate Securities which are municipal bonds wrapped by municipal bond insurance and Student Loan Auction Rate Securities which are asset-backed securities backed by student loans.

The Company is also named as a respondent in a number of arbitrations by its current or former clients as well as lawsuits related to its sale of ARS. If the ARS market remains frozen, the Company may likely be further subject to claims by its clients. There can be no guarantee that the Company will be successful in defending any or all of the current actions against it or any subsequent actions filed in the future. Any such failure could, and in certain current ARS actions would, have a material adverse effect on the results of operations and financial condition of the Company including its cash position.

On January 31, 2013, a FINRA arbitration panel rendered a decision in the previously disclosed U.S. Airways case, filed in February 2009, resulting in an award against Oppenheimer in the amount of $30 million including interest and costs on a claim of approximately $140 million (adjusted down from $253 million). The amounts are reflected in the Company’s financial results for the fourth quarter of 2012.

The Company has sought, with limited success, financing from a number of sources to try to find a means for all its clients to find liquidity from their ARS holdings and will continue to do so. There can be no assurance that the Company will be successful in finding a liquidity solution for all its clients’ ARS.

Accounting—The Company accrues for estimated loss contingencies related to legal and regulatory matters when available information indicates that it is probable a liability had been incurred at the date of the consolidated financial statements and the Company can reasonably estimate the amount of that loss. Based on information currently available and advice of counsel, the Company believes that the eventual outcome of the actions against the Company will not individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial statements. However, the ultimate resolution of these legal and regulatory matters may differ materially from these accrued estimated amounts and, accordingly, an adverse result or multiple adverse results in arbitrations and litigations currently filed or to be filed against the Company could, and in the case of certain arbitrations or litigations relating to auction rate securities would, have a material adverse effect on the Company’s results of operations and financial condition, including its cash position. The materiality of these matters to the Company’s future operating results depends on the level of future results of operations as well as the timing and ultimate outcome of such legal matters.

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In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss. In addition, even where loss is possible or an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is often not possible to reasonably estimate the size of the possible loss or range of loss or additional losses or range of additional losses.

For certain legal and regulatory proceedings, the Company can estimate possible losses, or, ranges of loss in excess of amounts accrued, but does not believe, based on current knowledge and after consultation with counsel, that such losses individually or in the aggregate, will have a material adverse effect on the Company’s consolidated financial statements as a whole. Notwithstanding the foregoing, an adverse result or multiple adverse results in arbitrations and litigations currently filed or to be filed against the Company could, and in the case of certain arbitrations or litigations relating to auction rate securities would, have a material adverse effect on the Company’s results of operations and financial condition, including its cash position.

For certain other legal and regulatory proceedings, the Company cannot reasonably estimate such losses, particularly for proceedings that are in their early stages of development or where plaintiffs seek substantial, indeterminate or special damages. Numerous issues may need to be reviewed, analyzed or resolved, including through potentially lengthy discovery and determination of important factual matters, and by addressing novel or unsettled legal questions relevant to the proceedings in question, before a loss or additional loss or range of loss or additional loss can be reasonably estimated for any proceeding. Even after lengthy review and analysis, the Company, in many legal and regulatory proceedings, may not be able to reasonably estimate possible losses or range of losses.

14. Regulatory requirements

The Company’s U.S. broker dealer subsidiaries, Oppenheimer and Freedom, are subject to the uniform net capital requirements of the SEC under Rule 15c3-1 (the “Rule”) promulgated under Securities Exchange Act of 1934, as amended (the “Exchange Act”). Oppenheimer computes its net capital requirements under the alternative method provided for in the Rule which requires that Oppenheimer maintain net capital equal to two percent of aggregate customer-related debit items, as defined in SEC Rule 15c3-3. At December 31, 2012, the net capital of Oppenheimer as calculated under the Rule was $141.7 million or 11.06% of Oppenheimer’s aggregate debit items. This was $116.0 million in excess of the minimum required net capital at that date. Freedom computes its net capital requirement under the basic method provided for in the Rule, which requires that Freedom maintain net capital equal to the greater of $250,000 or 6-2/3% of aggregate indebtedness, as defined. At December 31, 2012, Freedom had net capital of $4.6 million, which was $4.4 million in excess of the $250,000 required to be maintained at that date.

At December 31, 2012, Oppenheimer and Freedom had $14.9 million and $17.1 million, respectively, in cash and U.S. Treasury securities segregated under Federal and other regulations.

At December 31, 2012, the regulatory capital of Oppenheimer Europe Ltd. was $6.1 million which was $2.7 million in excess of the $3.4 million required to be maintained at that date. Oppenheimer Europe Ltd. computes its regulatory capital pursuant to the Fixed Overhead Method prescribed by the Financial Services Authority of the United Kingdom.

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At December 31, 2012, the regulatory capital of Oppenheimer Investments Asia Ltd. was $1.3 million, which was $887,000 in excess of the $387,000 required to be maintained on that date. Oppenheimer Investments Asia Ltd. computes its regulatory capital pursuant to the requirements of the Securities and Futures Commission in Hong Kong.

In accordance with the SEC’s No-Action Letter dated November 3, 1998, the Company has computed a reserve requirement for the proprietary accounts of introducing firms as of December 31, 2012. The Company had no deposit requirements as of December 31, 2012.

15. Goodwill and intangibles

Goodwill arose upon the acquisitions of Oppenheimer, Old Michigan Corp., Josephthal & Co. Inc., Grand Charter Group Incorporated and the Oppenheimer Divisions. The Company defines a reporting unit as an operating segment. The Company’s goodwill resides in its Private Client Division (“PCD”). Goodwill of a reporting unit is subject to at least an annual test for impairment to determine if the fair value of goodwill of a reporting unit is less than its estimated carrying amount. The Company derives the estimated carrying amount of its operating segments by estimating the amount of stockholders’ equity required to support the activities of each operating segment.

The goodwill of a reporting unit is required to be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Due to the volatility in the financial services sector and equity markets in general, determining whether an impairment of the goodwill has occurred is increasingly difficult and requires management to exercise significant judgment. The Company performed its annual test for goodwill impairment as of December 31, 2012 which did not result in any impairment charges.

The Company’s goodwill impairment analysis performed at December 31, 2012 applied the same valuation methodologies with consistent inputs as that performed at December 31, 2011, as follows:

In estimating the fair value of the PCD, the Company used traditional standard valuation methods, including the market comparable approach and income approach. The market comparable approach is based on comparisons of the subject company to public companies whose stocks are actively traded (“Price Multiples”) or to similar companies engaged in an actual merger or acquisition (“Precedent Transactions”). As part of this process, multiples of value relative to financial variables, such as earnings or stockholders’ equity, are developed and applied to the appropriate financial variables of the subject company to indicate its value. The income approach involves estimating the present value of the subject company’s future cash flows by using projections of the cash flows that the business is expected to generate, and discounting these cash flows at a given rate of return (“Discounted Cash Flow” or “DCF”). Each of these standard valuation methodologies requires the use of management estimates and assumptions.

In its Price Multiples valuation analysis, the Company used various operating metrics of comparable companies, including revenues, pre-tax and after-tax earnings, EBITDA on a trailing-twelve-month basis as well as price-to-book value ratios at a point in time. The Company analyzed prices paid in Precedent Transactions that are comparable to the business conducted in the PCD. The DCF analysis included the Company’s assumptions regarding growth rates of the PCD’s revenues, expenses, EBITDA, and capital expenditures, adjusted for current economic conditions and expectations. The Company’s assumptions also included a discount rate of 11.2% and a terminal growth rate of 3% in its calculations. The Company weighted each of the three valuation methods equally in its overall valuation. Given the subjectivity involved in selecting which valuation method to use, the corresponding weightings, and the input variables for use in the analyses, it is possible that a different valuation model and the selection of different input variables could produce a materially different estimate of the fair value of our goodwill.

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Based on the analysis performed, the Company concluded that the PCD’s fair value exceeded its carrying amount including goodwill as of December 31, 2012. The PCD operating segment produced positive revenues, cash flows, and earnings in the year ended December 31, 2012.

Intangible assets arose upon the acquisition, in January 2003, of the Oppenheimer Divisions and comprise customer relationships and trademarks and trade names. Customer relationships of $4.9 million were amortized on a straight-line basis over 80 months commencing in January 2003 (fully amortized and carried at $nil since December 31, 2010). Trademarks and trade names, carried at $31.7 million, which are not amortized, are subject to at least an annual test for impairment to determine if the fair value is less than their carrying amount. Trademarks and trade names recorded as at December 31, 2012 have been tested for impairment and it has been determined that no impairment has occurred.

Intangible assets also arose from the January 2008 acquisition of the Oppenheimer Divisions from CIBC World Markets Corp. and are comprised of customer relationships and a below market lease. Customer relationships were being amortized on a straight-line basis over 180 months commencing in January 2008. However, due to the expiration of the five-year contingent consideration issued as part of such acquisition, remaining amounts related to the customer relationship intangible asset of $630,000 were written off in the fourth quarter of 2012. The below market lease was determined to amortize on a straight-line basis over 60 months commencing in January 2008. However, due to the plan to consolidate the Company’s headquarters, the Company terminated the lease which resulted in a reevaluation of the remaining useful life of the below market lease intangible asset and amortized $1.1 million in the fourth quarter of 2011 and $3.2 million during the first quarter of 2012.

16. Segment Information

The Company has determined its reportable segments based on the Company’s method of internal reporting, which disaggregates its retail business by branch and its proprietary and investment banking businesses by product. The Company’s segments are: Private Client which includes commission and fee income earned on client transactions, net interest earnings on client margin loans and cash balances, stock loan activities and financing activities; Capital Markets which includes investment banking, market-making activities in over-the-counter equities, institutional trading in both fixed income and equities, structured assets transactions, bond trading, trading in mortgage-backed securities, corporate underwriting activities, public finance activities, syndicate participation, mortgage brokerage and servicing as well as the Company’s operations in the United Kingdom, Hong Kong, and Israel; and Asset Management which includes fees from money market funds and the investment management services of Oppenheimer Asset Management Inc. and Oppenheimer’s asset management divisions employing various programs to professionally manage client assets either in individual accounts or in funds. The Company evaluates the performance of its segments and allocates resources to them based upon profitability.

The table below presents information about the reported revenue and profit before income taxes of the Company for the years ended December 31, 2012, 2011 and 2010. Asset information by reportable segment is not reported, since the Company does not produce such information for internal use.

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Expressed in thousands of dollars.

	Year ended December 31,
	2012			2011			2010
Revenue:
Private Client (1) (2)	$	547,583		$	538,441		$	572,590
Capital Markets		312,088			346,588			390,903
Asset Management (1)		92,941			73,963			72,780
Total	$	952,612		$	958,992		$	1,036,273
Profit (loss) before income taxes:
Private Client (2)	$	25,014		$	18,196		$	27,953
Capital Markets (3)		(51,334	)		(15,740	)		19,867
Asset Management		25,793			15,392			20,171
Total	$	(527	)	$	17,848		$	67,991

(1) For the year ended December 31, 2012, the Asset Management and the Private Client segments earned performance fees of approximately $3.5 million and $7.6 million, respectively ($2.0 million and $1.0 million, respectively, in 2011 and $6.8 million and $6.1 million, respectively, in 2010). These fees are based on participation as general partner in various alternative investments.

(2) For the years ended December 31, 2012, the Private Client segment continued to be negatively impacted by the low interest rate environment. Revenue from margin interest, money fund products and sponsored FDIC-covered deposits totaled $35.1 million ($33.9 million in 2011 and $37.7 million in 2010).

(3) Includes $30 million award against the Company in U.S. Airways matter. See note 18.

Revenues, classified by the major geographic areas in which they were earned for the years ended December 31, 2012, 2011 and 2010, were as follows:

Expressed in thousands of dollars.

	2012		2011		2010
United States	$	908,869	$	909,662	$	976,402
Europe / Middle East		28,431		28,858		28,077
Asia		7,613		11,301		16,511
South America		7,699		9,171		15,283
Total	$	952,612	$	958,992	$	1,036,273

17. Related party transactions

The Company does not make loans to its officers and directors except under normal commercial terms pursuant to client margin account agreements. These loans are fully collateralized by employee-owned securities.

18. Subsequent events

On January 24, 2013, the Company announced a cash dividend of $0.11 per share (totaling $1.5 million) payable on February 22, 2013 to Class A and Class B Stockholders of record on February 8, 2013.

125

On January 31, 2013, a FINRA arbitration panel rendered a decision in the previously disclosed U.S. Airways case, filed in February 2009, resulting in an award against the Company’s subsidiary, Oppenheimer, in the amount of $30 million including interest and costs on a claim of approximately $140 million (adjusted down from $253 million). This has been reflected in the financial results for the year ended December 31, 2012.

The Company, the ultimate parent of Oppenheimer, has contributed capital into Oppenheimer, the broker-dealer, in an amount equal to the net after tax effect of the award. Accordingly, the regulatory capital of Oppenheimer will not change as a result of the award.

19. Quarterly Information (unaudited)

Expressed in thousands of dollars, except per share amounts.

	Fiscal Quarters
Year ended December 31, 2012	Fourth			Third		Second			First			Year
Revenue	$	249,415		$	231,838	$	233,145		$	238,214		$	952,612
Profit before income taxes	$	(7,135	)	$	5,258	$	7,839		$	(6,489	)	$	(527	)
Net profit (loss) attributable to Oppenheimer Holdings Inc.	$	(3,700	)	$	2,322	$	2,422		$	(4,657	)	$	(3,613	)
Earnings (loss) per share:
Basic	$	(0.27	)	$	0.17	$	0.18		$	(0.34	)	$	(0.27	)
Diluted	$	(0.27	)	$	0.16	$	0.17		$	(0.34	)	$	(0.27	)
Dividends per share	$	0.11		$	0.11	$	0.11		$	0.11		$	0.44
Market price of Class A Stock (1):
High	$	17.42		$	18.00	$	18.71		$	19.69		$	19.69
Low	$	14.63		$	13.24	$	13.21		$	15.67		$	13.21
	Fiscal Quarters
Year ended December 31, 2011	Fourth			Third		Second			First			Year
Revenue	$	229,438		$	231,619	$	244,518		$	253,417		$	958,992
Profit before income taxes	$	2,051		$	4,264	$	1,704		$	9,829		$	17,848
Net profit (loss) attributable to Oppenheimer Holdings Inc.	$	3,433		$	2,106	$	(309	)	$	5,086		$	10,316
Earnings (loss) per share:
Basic	$	0.25		$	0.15	$	(0.02	)	$	0.38		$	0.76
Diluted	$	0.25		$	0.15	$	(0.02	)	$	0.36		$	0.74
Dividends per share	$	0.11		$	0.11	$	0.11		$	0.11		$	0.44
Market price of Class A Stock (1):
High	$	19.45		$	28.98	$	34.87		$	33.93		$	34.87
Low	$	12.47		$	15.47	$	25.00		$	24.63		$	12.47

⁽¹⁾  The price quotations above were obtained from the New York Stock Exchange web site.

126

20. Supplemental Guarantor Consolidated Financial Statements

The Company’s Notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by E.A. Viner International Co. and Viner Finance Inc. (together, the “Guarantors”), unless released as described below. Each of the Guarantors is 100% owned by the Company. The following consolidating financial statements present the financial position, results of operations and cash flows of the Company (referred to as “Parent” for purposes of this note only), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and elimination entries necessary to consolidate the Company. Investments in subsidiaries are accounted for using the equity method for purposes of the consolidated presentation.

Each Guarantor will be automatically and unconditionally released and discharged upon: the sale, exchange or transfer of the capital stock of a Guarantor and the Guarantor ceases to be a direct or indirect subsidiary of the Company if such sale does not constitute an asset sale under the indenture for the Notes or does not constitute an asset sale effected in compliance with the asset sale and merger covenants of the debenture for the Notes; a Guarantor being dissolved or liquidated; a Guarantor being designated unrestricted in compliance with the applicable provisions of the Notes; or the exercise by the Company of its legal defeasance option or covenant defeasance option or the discharge of the Company’s obligations under the indenture for the Notes in accordance with the terms of such indenture.

127

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2012

Expressed in thousands of dollars	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	35		$	40,658		$	94,673		$	—		$	135,366
Cash and securities segregated for regulatory and other purposes		—			—			33,000			—			33,000
Deposits with clearing organizations		—			—			25,954			—			25,954
Receivable from brokers and clearing organizations		—			—			479,699			—			479,699
Receivable from customers, net of allowance for credit losses of $2,256		—			—			817,941			—			817,941
Income taxes receivable		13,207			30,568			(450	)		(42,874	)		451
Securities purchased under agreements to resell		—			—			—			—			—
Securities owned, including amounts pledged of $569,995, at fair value		—			2,459			757,283			—			759,742
Subordinated loan receivable		—			112,558			—			(112,558	)		—
Notes receivable, net		—			—			47,324			—			47,324
Office facilities, net		—			15,547			12,785			—			28,332
Deferred tax assets, net		(143	)		309			52,350			(36,176	)		16,340
Intangible assets, net		—			—			31,700			—			31,700
Goodwill		—			—			137,889			—			137,889
Other		3,418			1,437			159,427			—			164,282
Investment in subsidiaries		506,679			880,609			(195,045	)		(1,192,243	)		—
Intercompany receivables		178,743			(114,449	)		(27,686	)		(36,608	)		—
	$	701,939		$	969,696		$	2,426,844		$	(1,420,459	)	$	2,678,020
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Drafts payable	$	—		$	—		$	56,586		$	—		$	56,586
Bank call loans		—			—			128,300			—			128,300
Payable to brokers and clearing organizations		—			—			204,218			—			204,218
Payable to customers		—			—			692,378			—			692,378
Securities sold under agreements to repurchase		—			—			392,391			—			392,391
Securities sold, but not yet purchased, at fair value		—			—			173,450			—			173,450
Accrued compensation		—			—			150,434			—			150,434
Accounts payable and other liabilities		3,759			43,350			133,646			(493	)		180,262
Income taxes payable		2,440			22,189			18,687			(43,316	)		—
Senior secured note		195,000			—			—			—			195,000
Subordinated indebtedness		—			—			112,558			(112,558	)		—
Deferred tax liabilities, net		—			(943	)		36,677			(35,734	)		—
Excess of fair value of acquired assets over cost		—			—			—			—			—
Intercompany payables		—			36,605			—			(36,605	)		—
		201,199			101,201			2,099,325			(228,706	)		2,173,019
Stockholders’ equity attributable to
Oppenheimer Holdings Inc.		500,740			868,495			323,258			(1,191,753	)		500,740
Noncontrolling interest		—			—			4,261			—			4,261
Stockholders’ equity		500,740			868,495			327,519			(1,191,753	)		505,001
	$	701,939		$	969,696		$	2,426,844		$	(1,420,459	)	$	2,678,020

128

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2011

Expressed in thousands of dollars.	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	2,555		$	11,882		$	55,892		$	—		$	70,329
Cash and securities segregated for regulatory and other purposes		—			—			30,086			—			30,086
Deposits with clearing organizations		—			—			35,816			—			35,816
Receivable from brokers and clearing organizations		—			20			288,093						288,113
Receivable from customers, net of allowance for credit losses of $2,716		—			—			837,822			—			837,822
Income taxes receivable		6,785			30,942			(702	)		(30,282	)		6,743
Securities purchased under agreements to resell		—			—			847,688			—			847,688
Securities owned, including amounts pledged of $102,501, at fair value		—			17,811			906,730			—			924,541
Subordinated loan receivable		—			112,558			—			(112,558	)		—
Notes receivable, net		—			—			54,044			—			54,044
Office facilities, net		—			—			16,976			—			16,976
Deferred tax assets, net		(50	)		309			21,130			(21,389	)		—
Intangible assets, net		—			—			35,589			—			35,589
Goodwill		—			—			137,889			—			137,889
Other		4,055			1,533			236,215						241,803
Investment in subsidiaries		496,512			896,819			(199,063	)		(1,194,268	)		—
Intercompany receivables		199,387			(128,746	)		(33,506	)		(37,135	)		—
	$	709,244		$	943,128		$	3,270,699		$	(1,395,632	)	$	3,527,439
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Drafts payable	$	—		$	—		$	51,848		$	—		$	51,848
Bank call loans		—			—			27,500			—			27,500
Payable to brokers and clearing organizations		—			—			335,610			—			335,610
Payable to customers		—			—			479,896			—			479,896
Securities sold under agreements to repurchase		—			—			1,508,493			—			1,508,493
Securities sold, but not yet purchased, at fair value		—			—			69,415			—			69,415
Accrued compensation		—			—			144,283			—			144,283
Accounts payable and other liabilities		3,734			6,915			174,318			(298	)		184,669
Income taxes payable		2,440			22,189			5,653			(30,282	)		—
Senior secured note		195,000			—			—			—			195,000
Subordinated indebtedness		—			—			112,558			(112,558	)		—
Deferred tax liabilities, net		—			(1,855	)		33,546			(21,389	)		10,302
Excess of fair value of acquired assets over cost		—			—			7,020			—			7,020
Intercompany payables		—			37,126			—			(37,126	)		—
		201,174			64,375			2,950,140			(201,653	)		3,014,036
Stockholders’ equity attributable to
Oppenheimer Holdings Inc.		508,070			878,753			315,226			(1,193,979	)		508,070
Noncontrolling interest		—			—			5,333			—			5,333
Stockholders’ equity		508,070			878,753			320,559			(1,193,979	)		513,403
	$	709,244		$	943,128		$	3,270,699		$	(1,395,632	)	$	3,527,439

129

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

Expressed in thousands of dollars	Parent			Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUE
Commissions	$	—		$	—	$	469,865	$	—		$	469,865
Principal transactions, net		—			752		53,559		—			54,311
Interest		—			12,070		57,452		(11,860	)		57,662
Investment banking		—			—		89,477		—			89,477
Advisory fees		—			—		225,226		(2,494	)		222,732
Other		—			168		58,565		(168	)		58,565
		—			12,990		954,144		(14,522	)		952,612
EXPENSES
Compensation and related expenses		397			—		626,014		—			626,411
Clearing and exchange fees		—			—		23,750		—			23,750
Communications and technology		81			—		63,278		—			63,359
Occupancy and equipment costs		—			—		62,986		(168	)		62,818
Interest		17,500			—		29,447		(11,861	)		35,086
Other		1,475			60		142,673		(2,493	)		141,715
		19,453			60		948,148		(14,522	)		953,139
Profit (loss) before income taxes		(19,453	)		12,930		5,996		—			(527	)
Income tax provision (benefit)		(6,315	)		6,093		546		—			324
Net profit (loss) for the year		(13,138	)		6,837		5,450		—			(851	)
Less net profit attributable to non-controlling interest, net of tax		—			—		2,762		—			2,762
Equity in subsidiaries		9,525			—		—		(9,525	)		—
Net profit (loss) attributable to Oppenheimer Holdings Inc.	$	(3,613	)	$	6,837	$	2,688	$	(9,525	)	$	(3,613	)
Other Comprehensive income	$	—		$	—	$	415	$	—		$	415

130

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

Expressed in thousands of dollars.	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
REVENUE
Commissions	$	—		$	—		$	492,228		$	—		$	492,228
Principal transactions, net		300			(1,413	)		48,773			—			47,660
Interest		1			10,432			56,045			(9,699	)		56,779
Investment banking		—			—			120,202			(1,000	)		119,202
Advisory fees		—			—			199,565			(2,468	)		197,097
Other		—			1			46,025			—			46,026
		301			9,020			962,838			(13,167	)		958,992
EXPENSES
Compensation and related expenses		288			—			626,479			—			626,767
Clearing and exchange fees		—			—			24,991			—			24,991
Communications and technology		52			—			62,621			—			62,673
Occupancy and equipment costs		—			(24	)		76,533			—			76,509
Interest		12,541			3,546			31,638			(9,699	)		38,026
Other		2,384			299			112,963			(3,468	)		112,178
		15,265			3,821			935,225			(13,167	)		941,144
Profit (loss) before income taxes		(14,964	)		5,199			27,613			—			17,848
Income tax provision (benefit)		(6,748	)		893			11,086			—			5,231
Net profit (loss) for the year		(8,216	)		4,306			16,527			—			12,617
Less net profit attributable to non-controlling interest, net of tax		—			—			2,301			—			2,301
Equity in subsidiaries		18,532			—			—			(18,532	)		—
Net profit attributable to
Oppenheimer Holdings Inc.	$	10,316		$	4,306		$	14,226		$	(18,532	)	$	10,316
Other Comprehensive income (loss)	$	(18	)	$	1,322		$	(1,719	)	$	—		$	(415	)

131

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

Expressed in thousands of dollars.	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—		$	537,730	$	—		$	537,730
Principal transactions, net		—			(276	)		78,660		—			78,384
Interest		—			7,111			45,869		(7,109	)		45,871
Investment banking		—			—			134,906		—			134,906
Advisory fees		—			—			189,875		(1,987	)		187,888
Other		—			—			51,494		—			51,494
		—			6,835			1,038,534		(9,096	)		1,036,273
EXPENSES
Compensation and related expenses		292			—			675,749		—			676,041
Clearing and exchange fees		—			—			25,754		—			25,754
Communications and technology		18			—			64,682		—			64,700
Occupancy and equipment costs		—			—			74,389		—			74,389
Interest		—			6,595			26,264		(7,109	)		25,750
Other		774			341			102,520		(1,987	)		101,648
		1,084			6,936			969,358		(9,096	)		968,282
Profit (loss) before income taxes		(1,084	)		(101	)		69,176		—			67,991
Income tax provision (benefit)		(422	)		(1,796	)		29,429		—			27,211
Net profit (loss) for the year		(662	)		1,695			39,747		—			40,780
Less net profit attributable to non-controlling interest, net of tax		—			—			2,248		—			2,248
Equity in subsidiaries		39,194			—			—		(39,194	)		—
Net profit attributable to Oppenheimer Holdings Inc.	$	38,532		$	1,695		$	37,499	$	(39,194	)	$	38,532
Other Comprehensive income (loss)	$	43		$	(847	)	$	1,554	$	—		$	750

132

OPPNEHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2012

Expressed in thousands of dollars	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(13,138	)	$	6,837		$	5,450		$	—	$	(851	)
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Depreciation and amortization		—			—			10,466			—		10,466
Deferred income tax		—			—			(26,642	)		—		(26,642	)
Amortization of notes receivable		—			—			19,515			—		19,515
Amortization of debt issuance costs		639			—			—			—		639
Amortization of intangible assets		—			—			3,889			—		3,889
Provision for (reversal of) credit losses		—			—			(292	)		—		(292	)
Share-based compensation expense		—			—			4,191			—		4,191
Reduction of excess of fair value of acquired assets over cost		—			(7,020	)		—			—		(7,020	)
Changes in operating assets and liabilities		18,551			31,959			(63,857	)		—		(13,347	)
Cash flow provided by (used in) continuing operations		6,052			31,776			(47,280	)		—		(9,452	)
Cash flows from Investment activities
Purchase of office facilities		—			—			(14,739	)		—		(14,739	)
Cash used in investing activities		—			—			(14,739	)		—		(14,739	)
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock		(5,986	)		—			—			—		(5,986	)
Repurchase of Class A non-voting common stock		(1,866	)		—			—			—		(1,866	)
Acquistion of non-controlling interest		—			(3,000	)		—			—		(3,000	)
Other financing activities		(720	)		—			100,800			—		100,080
Cash flow provided by (used in) financing activities		(8,572	)		(3,000	)		100,800			—		89,228
Net increase (decrease) in cash and cash equivalents		(2,520	)		28,776			38,781			—		65,037
Cash and cash equivalents, beginning of year		2,555			11,882			55,892			—		70,329
Cash and cash equivalents, end of year	$	35		$	40,658		$	94,673		$	—	$	135,366

133

OPPNEHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2011

Expressed in thousands of dollars	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(8,216	)	$	4,306		$	16,527		$	—	$	12,617
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Depreciation and amortization		—			—			11,899			—		11,899
Deferred income tax		—			—			(745	)		—		(745	)
Amortization of notes receivable		—			—			19,699			—		19,699
Amortization of debt issuance costs		553			—			433			—		986
Amortization of intangible assets		—			—			5,390			—		5,390
Provision for (reversal of) credit losses		—			—			(168	)		—		(168	)
Share-based compensation expense		—			—			1,100			—		1,100
Changes in operating assets and liabilities		(173,276	)		7,817			196,218			—		30,759
Cash flow provided by (used in) continuing operations		(180,939	)		12,123			250,353			—		81,537
Cash flows from Investment activities
Purchase of office facilities		—			—			(5,192	)		—		(5,192	)
Cash used in investing activities		—			—			(5,192	)		—		(5,192	)
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock		(6,010	)		—			—			—		(6,010	)
Issuance of Class A non-voting common stock		337			—			—			—		337
Debt Issuance Cost		(4,565	)		—			—			—		(4,565	)
Issuance of senior secured note		200,000			—			—			—		200,000
Buy back of senior secured note		(5,000	)		—			—			—		(5,000	)
Repayment of subordinated note		—			—			(100,000	)		—		(100,000	)
Repayments of senior secured credit note		—			—			(22,503	)		—		(22,503	)
Other financing activities		(1,629	)		—			(119,500	)		—		(121,129	)
Cash flow provided by (used in) financing activities		183,133			—			(242,003	)		—		(58,870	)
Net increase (decrease) in cash and cash equivalents		2,194			12,123			3,158			—		17,475
Cash and cash equivalents, beginning of year		361			(241	)		52,734			—		52,854
Cash and cash equivalents, end of year	$	2,555		$	11,882		$	55,892		$	—	$	70,329

134

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2010

Expressed in thousands of dollars	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(662	)	$	1,695		$	39,747		$	—	$	40,780
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Depreciation and amortization		—			—			12,448			—		12,448
Deferred income tax		—			—			31,606			—		31,606
Amortization of notes receivable		—			—			19,657			—		19,657
Amortization of debt issuance costs		—			—			643			—		643
Amortization of intangible assets		—			—			4,324			—		4,324
Provision for (reversal of) credit losses		—			—			338			—		338
Share-based compensation expense		—			—			4,242			—		4,242
Changes in operating assets and liabilities		2,178			(4,295	)		(249,198	)		—		(251,315	)
Cash flow provided by (used in) continuing operations		1,516			(2,600	)		(136,193	)		—		(137,277	)
Cash flows from Investment activities
Purchase of office facilities		—			—			(12,157	)		—		(12,157	)
Cash used in investing activities		—			—			(12,157	)		—		(12,157	)
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock		(5,871	)		—			—			—		(5,871	)
Issuance of Class A non-voting common stock		2,312			—			—			—		2,312
Repayments of senior secured credit note		—			—			(10,000	)		—		(10,000	)
Other financing activities		(71	)		—			147,000			—		146,929
Cash flow provided by (used in) financing activities		(3,630	)		—			137,000			—		133,370
Net increase (decrease) in cash and cash equivalents		(2,114	)		(2,600	)		(11,350	)		—		(16,064	)
Cash and cash equivalents, beginning of year		2,475			2,359			64,084			—		68,918
Cash and cash equivalents, end of year	$	361			$ (241)		$	52,734		$	—	$	52,854

135

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

The Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a–15(e) of the Exchange Act. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or its internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision–making can be faulty and that break-downs can occur because of a simple error or omission. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost–effective control system, misstatements due to error or fraud may occur and not be detected.

The Company confirms that its management, including its Chief Executive Officer and its Chief Financial Officer, concluded that the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in its reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Changes in Internal Control over Financial Reporting

No changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting, occurred during the quarter ended December 31, 2012.

Management’s Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are set forth in Part II, Item 8 of this Annual Report on Form 10-K.

136

Section 303A.12(a) CEO Certification

The Company submitted a Section 12(a) CEO Certification to the New York Stock Exchange on May 17, 2011 with respect to fiscal 2011.

Sarbanes-Oxley Act Section 302 CEO and CFO Certifications

The Company submitted the CEO and CFO Certifications required under Section 302 of the Sarbanes-Oxley Act as exhibits to its Annual Report on Form 10-K for the year ended December 31, 2011.

Item 9B. OTHER INFORMATION

None.

137

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item will be contained under the caption “Election of Directors” in our definitive Proxy Statement for the 2013 Annual Meeting of Stockholders. Information about compliance with Section 16(a) of the Securities Exchange Act of 1934 required by this form will be contained under the caption “Executive Compensation and Related Information—Section 16(a) Beneficial Ownership Reporting Compliance” in that proxy statement. That information is incorporated herein by reference.

STATEMENT OF CORPORATE GOVERNACE PRACTICES, WHISTLEBLOWER POLICY AND COMMITTEE CHARTERS

A copy of the Company’s Statement of Corporate Governance Practices and its Whistleblower Policy, as well as copies of the Charters of the Audit Committee, Compensation and Stock Option Committee and Nominating/Corporate Governance Committee, are posted on the Company’s website at www.opco.com. These documents are available at no charge and can be requested by writing to the Company at its head office or by making an email request to investorrelations@opy.ca.

CODE OF ETHICS

The Company has adopted a Code of Conduct and Business Ethics for Directors, Officers and Employees, which can be found on its website at www.opco.com. This document is available at no charge and can be requested by writing to the Company at its head office or by making an email request to investorrelations@opy.ca.

Item 11. EXECUTIVE COMPENSATION

The information required by this item will be contained under the caption “Executive Compensation and Related Information” in our definitive Proxy Statement for the 2013 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will be contained under the caption “Executive Compensation and Related Information—Security Ownership of Certain Beneficial Owners and Management” in our definitive Proxy Statement for the 2013 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item will be contained under the caption “Executive Compensation and Related Information—Certain Relationships and Related Party Transactions” under the sub-heading “Indebtedness of Directors and Executive Officers under (1) Securities Purchase and (2) Other Programs” in our definitive Proxy Statement for the 2013 Annual Meeting of Stockholders and is incorporated herein by reference.

138

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be contained under the caption “Appointment of Independent Registered Public Accounting Firm – Principal Accounting Fees and Services” in our definitive Proxy Statement for the 2013 Annual Meeting of Stockholders and is incorporated herein by reference.

139

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (i)       Financial Statements

See Item 8 (pages 71 to 135)

(ii) Financial Statement Schedules

Not Applicable.

(iii) Listing of Exhibits

The exhibits which are filed with this Form 10-K or are incorporated herein by reference are set forth in the Exhibit
Index (pages 142 to 146)

(b)           Exhibits

See the Exhibit Index included hereinafter on pages 142 to 146

(c)            Financial Statement Schedules excluded from the annual report to stockholders

None

140

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 6th day of March, 2013.

OPPENHEIMER HOLDINGS INC.

BY:	/s/ E.K. Roberts
E.K. Roberts, President
(on behalf of the Registrant)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ R. Crystal	Director	March 6, 2013
R. Crystal
/s/ W. Ehrhardt	Director	March 6, 2013
W. Ehrhardt
/s/ M.A.M. Keehner	Director	March 6, 2013
M.A.M. Keehner
/s/ A.G.Lowenthal	Chairman, Chief Executive Officer	March 6, 2013
A.G. Lowenthal	(Principal Executive Officer), Director
/s/ K.W. McArthur	Director	March 6, 2013
K.W. McArthur
/s/ A.W. Oughtred	Director	March 6, 2013
A.W. Oughtred
/s/ E.K. Roberts	President & Treasurer,	March 6, 2013
E.K. Roberts	(Principal Financial and Accounting Officer), Director

141

EXHIBIT INDEX

Unless designated by an asterisk indicating that such document has been filed herewith, the Exhibits listed below have been heretofore filed by the Company pursuant to Section 13 or 15(d) of the Exchange Act and are hereby incorporated herein by reference to the pertinent prior filing.

Number	Description	Page
2.1	Asset Purchase Agreement dated as of December 9, 2002 and Amendment No. 1 to the Asset Purchase Agreement dated as of January 2, 2003, by and among Fahnestock Viner Holdings Inc., Viner Finance Inc., Canadian Imperial Bank of Commerce and CIBC World Markets Corp. (previously filed as exhibits to Form 8-K dated January 17, 2003).
2.2	Asset Management Acquisition Agreement dated as of January 2, 2003, by and among Fahnestock Viner Holdings Inc., Fahnestock & Co. Inc., Canadian Imperial Bank of Commerce and CIBC World Markets Corp. (previously filed as an exhibit to Form 8-K dated January 17, 2003).
2.3	Amended and Restated Asset Purchase Agreement dated as of January 14, 2008, by and among Oppenheimer Holdings Inc., Oppenheimer & Co. Inc., Canadian Imperial Bank of Commerce, CIBC World Markets Corp. and Certain Other Affiliates of Canadian Imperial Bank of Commerce and Oppenheimer Holdings Inc. (previously filed as an exhibit to Form 10-K for the year ended December 31, 2007).
3.1	Certificate of Incorporation of Oppenheimer Holdings Inc., a Delaware corporation (previously filed as an exhibit to Form 10-Q for the quarterly period ended June 30, 2009).
3.2	By-Laws of Oppenheimer Holdings Inc., a Delaware corporation (previously filed as an exhibit to Form 10-Q for the quarterly period ended June 30, 2009).
3.3	Certificate of Corporate Domestication of Oppenheimer Holdings Inc., a Canadian corporation, as filed with the Secretary of State of the State of Delaware on May 11, 2009 (previously filed as an exhibit to Form 10-Q for the quarterly period ended June 30, 2009).
3.4	Certificate of Discontinuance of Oppenheimer Holdings Inc., a Canadian corporation, as filed with Corporations Canada on May 11, 2009 (previously filed as an exhibit to Form 10-Q for the quarterly period ended June 30, 2009).
3.5	Certificate of Continuance of Oppenheimer Holdings Inc. dated May 11, 2005 (previously filed as an exhibit to Form 10-Q for the quarterly period ended June 30, 2005).
3.6	Bylaws of Oppenheimer Holdings Inc. (previously filed as an exhibit to Form 10-Q for the quarterly period ended June 30, 2005).
4.1	Exchangeable Debenture dated January 6, 2003, issued by E. A. Viner International Co. to Canadian Imperial Bank of Commerce (previously filed as an exhibit to Form 8-K dated January 17, 2003).
4.2	Interim Exchangeable Debenture dated January 6, 2003, issued by E. A. Viner International Co. to Canadian Imperial Bank of Commerce (previously filed as an exhibit to Form 8-K dated January 17, 2003).
4.3	Exchangeable Debenture dated May 17, 2003, issued by E. A. Viner International Co. to Canadian Imperial Bank of Commerce (previously filed as an exhibit to Form 10-K for the year ended December 31, 2003).
4.4	Variable Rate Exchangeable Debenture, dated July 31, 2006, issued by E. A. Viner International Co. to Canadian Imperial Bank of Commerce. (previously filed as an Exhibit to Form 8-K dated August 3, 2006).

142

4.5	Amended and Restated Promissory Note dated January 15, 2003, made by Viner Finance Inc. for the benefit of CIBC World Markets Corp. (previously filed as an exhibit to Form 8-K dated January 17, 2003).
4.6	Warrant dated January 14, 2008 No. W-A1 (previously filed as an exhibit to Form 10-K for the year ended December 31, 2007).
4.7	Registration Rights Agreement dated as of January 14, 2008, between Oppenheimer Holdings Inc. and Canadian Imperial Bank of Commerce (previously filed as an exhibit to Form 10-K for the year ended December 31, 2007).
10.1	Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan, Amended and Restated as at May 17, 1999 (previously filed as an exhibit to Form S-8 dated May 15, 2000).
10.2	Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan Amendment No. 1 dated February 29, 2000 (previously filed as an exhibit to Form 10-K for the year ended December 31, 1999).
10.3	Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan Amendment No. 2 dated May 19, 2001 (previously filed as an exhibit to Form 10-K for the year ended December 31, 2001).
10.4	Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan Amendment No. 3 dated February 28, 2002 (previously filed as an exhibit to Form S-8 dated December 17, 2002).
10.5	Oppenheimer Holdings Inc. 1996 Equity Incentive Plan Amendment No. 4 dated February 26, 2004 (previously filed as an exhibit to Form S-8 dated July 28, 2004).
10.6	Oppenheimer Holdings Inc. 1996 Equity Incentive Plan Amendment No. 5 dated March 10, 2005 (previously filed as an exhibit to Form 10-Q for the quarterly period ended June 30, 2005).
10.7	Employee Share Plan dated January 1, 2005 (previously filed as an exhibit filed to Form 10-Q for the quarterly period ended June 30, 2005).
10.8	Performance-Based Compensation Agreement between Oppenheimer Holdings Inc. and Albert G. Lowenthal dated March 15, 2005 (previously filed as an exhibit filed to Form 10-Q for the quarterly period ended June 30, 2005).
10.9	Oppenheimer Holdings Inc. 2006 Equity Incentive Plan effective December 11, 2006 (previously filed as an exhibit to Form S-8 dated October 29, 2007).
10.10	Clearing Agreement dated January 14, 2008 between CIBC World Markets Corp. and Oppenheimer & Co. Inc. (previously filed as an exhibit to Form 10-K for the year ended December 31, 2007).
10.11	Secured Credit Arrangement (Loan Trading Platform) dated as of January 14, 2008 by and among OPY Credit Corp., CIBC Inc., and Canadian Imperial Bank of Commerce (previously filed as an exhibit to Form 10-K for the year ended December 31, 2007).
10.12	Subordinated Credit Agreement dated as of January 14, 2008 by and among E.A. Viner International Co., Canadian Imperial Bank of Commerce and CIBC World Markets Corp. (previously filed as an exhibit to Form 10-K for the year ended December 31, 2007).
10.13	Warehouse Facility Agreement dated as of January 14, 2008 by and among OPY Credit Corp. and Canadian Imperial Bank of Commerce (previously filed as an exhibit to Form 10-K for the year ended December 31, 2007).

143

10.14	Service Agreement dated as of January 14, 2008, by and between CIBC Delaware Holdings Inc. and Oppenheimer & Co. Inc. together with Relocation from 300 Madison Avenue letter dated January 14, 2008 (previously filed as an exhibit to Form 10-K for the year ended December 31, 2007).
10.15	Securities Purchase Agreement, dated as of July 31, 2006, by and among Oppenheimer Holdings Inc., E. A. Viner International Co. and Canadian Imperial Bank of Commerce. (previously filed as an Exhibit to Form 8-K dated August 3, 2006).
10.16	Senior Secured Credit Agreement, dated as of July 31, 2006, by and among E. A. Viner International Co., as borrower, and the other credit parties thereto from time to time, as guarantors, and the lenders party thereto from time to time, and Morgan Stanley Senior Funding, Inc., as administrative agent and syndication agent, and Morgan Stanley & Co. Incorporated, as collateral agent. (previously filed as an Exhibit to Form 8-K dated August 3, 2006).
10.17	Amendment No. 1 to Senior Secured Credit Agreement dated as of July 24, 2006 by and among E.A. Viner International Co., Oppenheimer Holdings Inc., Viner Finance Inc., and Morgan Stanley Senior Funding, Inc. (previously filed as an exhibit to Form 10-K for the year ended December 31, 2007 ).
10.18	Amendment No. 2 to Senior Secured Credit Agreement dated as of December 12, 2007, by and among E.A. Viner International Co., Oppenheimer Holdings Inc., Viner Finance Inc., and Morgan Stanley Senior Funding, Inc. (previously filed as an exhibit to Form 10-K for the year ended December 31, 2007).
10.19	Pledge and Security Agreement, dated as of July 31, 2006, by and among E. A. Viner International Co., as borrower, and the other credit parties thereto from time to time, as guarantors, and Morgan Stanley & Co. Incorporated, as collateral agent. (previously filed as an Exhibit to Form 8-K dated August 3, 2006).
10.20	Third Amendment to Senior Secured Credit Agreement dated as of December 16, 2008, by and among E.A. Viner International Co., Oppenheimer Holdings Inc., Viner Finance Inc., each of the lenders party to the Existing Credit Agreement and Morgan Stanley Senior Funding, Inc., as administrative agent (previously filed as an Exhibit to Form 8-K dated December 16, 2008).
10.21	Agreement on Certain Outstanding Items, dated November 21, 2008, by and among Canadian Imperial Bank of Commerce, Oppenheimer Holdings Inc., Oppenheimer & Co. Inc. and E.A. Viner International Co. (previously filed as an Exhibit to Form 10-K for the year ended December 31, 2008).
10.22	Assurance of Discontinuance, dated February 23, 2010, between the Attorney General of the State of New York and Oppenheimer & Co. Inc. (previously filed as an Exhibit to Form 8-K filed February 26, 2010).
10.23	Offer of Settlement, dated February 22, 2010, between the Commonwealth of Massachusetts Division of Securities and Oppenheimer & Co. Inc., Albert Lowenthal, Robert Lowenthal and Greg White (previously filed as an Exhibit to Form 8-K filed February 26, 2010).

144

10.24	Consent Order from the Commonwealth of Massachusetts Division of Securities dated February 26, 2010 (previously filed as an exhibit to Form 10-K for the year ended December 31, 2009).
10.25	Amended and Restated Performance-Based Compensation Agreement between Oppenheimer Holdings Inc. and Albert G. Lowenthal effective as of January 1, 2010 (previously filed as an exhibit to Form 10-K for the year ended December 31, 2010).
10.26	Indenture dated as of April 12, 2011 among Oppenheimer Holdings Inc., the subsidiary guarantors, The Bank of New York Mellon Trust Company, N.A., as Trustee and The Bank of New York Mellon Trust Company, as Collateral Agent (previously filed as an exhibit to Form 10-Q for the qaurterly period ended March 31, 2011).
10.27	Registration Rights Agreement dated April 12, 2011 by and among Oppenheimer Holdings Inc., a Delaware corporation, E.A. Viner International Co., a Delaware corporation, Viner Finance Inc., a Delaware corporation and Morgan Stanley & Co. Incorporated, as representative of the several Initial Purchasers (previously filed as an exhibit to Form 10-Q for the qaurterly period ended March 31, 2011).
10.28	Security Agreement by and among Oppenheimer Holdings Inc., as grantor, and each other grantor from time to time party thereto and the Bank of New York Mellon Trust Company, N.A., as Collateral Agent dated as of April 12, 2011 (previously filed as an exhibit to Form 10-Q for the quarterly period ended March 31, 2011).
10.29	Lease dated July 15, 2011 between 85 Broad Street LLC, Landlord and Viner Finance Inc., Tenant for premises at 85 Broad Street, New York, NY (previously filed as an exhibit to Form 10-Q for the quarterly period ended June 30, 2010).
10.30	First Amendment to Agreement of Lease dated January 29, 2013 between 85 Broad Street LLC, Landlord and Viner Finance Inc., Tenant for premises at 85 Broad Street, New York, NY (filed herewith).
10.31	Form of Indemnification Agreement between Oppenheimer Holdings Inc. and the directors of Oppenheimer Holdings Inc., as the Indemnified Party, dated as of October 25, 2012 (filed herewith).
10.32	Form of Indemnification Agreement between Oppenheimer Holdings Inc. and the officers of Oppenheimer Holdings Inc., as the Indemnified Party, dated as of October 25, 2012 (filed herewith).
10.33	Oppenheimer & Co. Inc. Executive Deferred Compensation Plan (As Amended and Restated Effective January 1, 2005) (As Further Amended and Restated with respect to Specific Elective Accounts Effective as of March 1, 2013) (filed herewith).
12	Oppenheimer Holdings Inc. Computation of Ratio of Earnings to Fixed Charges (filed herewith).
14	Oppenheimer Holdings Inc. and Oppenheimer & Co. Inc. Code of Conduct and Business Ethics for Directors, Officers and Employees (previously filed as an exhibit to Form 10-Q for the quarterly period ended March 31, 2011).
23	Consent of independent accountants (filed herewith).
31.1	Certification signed by A.G. Lowenthal (filed herewith).
31.2	Certification signed by E.K. Roberts (filed herewith).
32.1	Certification pursuant to 18 U.S.C. Section 1350 signed by A.G. Lowenthal (filed herewith).

145

32.2

Certification pursuant to 18 U.S.C. Section 1350 signed by E.K. Roberts (filed herewith).

101

Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011, (ii) the Consolidated Statements of Operations for the three years ended December 31, 2012, 2011 and 2010, (iii) the Consolidated Statements of Comprehensive Income for the three years ended December 31, 2012, 2011 and 2010, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the two years ended December 31, 2012 and 2011, (v) the Consolidated Statements of Cash Flows for the three years ended December 31, 2012, 2011 and 2010, and (vi) the notes to the Condensed Consolidated Financial Statements.*

* This information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

146

EX-10.30

EXECUTION

EXHIBIT 10.30

FIRST AMENDMENT TO AGREEMENT OF LEASE

THIS FIRST AMENDMENT TO AGREEMENT OF LEASE dated as of January 29, 2013 (this “Agreement”), by and between 85 Broad Street LLC, a Delaware limited liability company, having an office c/o Metropolitan Life Insurance Company, 10 Park Avenue, Morristown, New Jersey 07962 (“Landlord”), and Viner Finance Inc., a New York corporation, having an office at 85 Broad Street, New York, NY 10004 (“Tenant”).

WITNESSETH:

WHEREAS, Landlord and Tenant are parties to a Lease dated as of July 15, 2011 (the “Lease”; all capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Lease), covering the entire 2^nd, 3^rd, 22^nd, 23^rd, 24^th, 25^th and 26^th floors, a portion of the 31^st floor and certain below-grade space in the building known as and located at 85 Broad Street, New York, New York (the “Building”);

WHEREAS, Landlord and Tenant desire to amend the Lease on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1. Relocation to 4^th Floor. Effective as of the date hereof, (a) Tenant has surrendered to Landlord in accordance with the Lease and Landlord has accepted for surrender the entire rentable area of the 2^nd floor of the Building, and the demised premises no longer includes such portion of the Building, (b) Tenant hereby leases and accepts from Landlord the entire rentable area of the 4^th floor of the Building as approximately shown on the plan attached hereto and made a part hereof as Exhibit A (the “4^th Floor Premises”) containing, as agreed to by Landlord and Tenant, 38,153 rentable square feet (such rentable square footage being conclusive and binding upon Landlord and Tenant, and not subject to remeasurement), in its “as-is” condition on the date hereof, it being agreed that Landlord shall not be obligated to perform any work, pay any tenant improvement allowance (except the Work Allowance) or otherwise incur any expense to prepare the 4^th Floor Premises for Tenant’s occupancy, subject to Landlord’s obligation to diligently perform the work described on Exhibit LW (4^th Floor) following the date of this Agreement and to complete the same in accordance with good construction practice, (c) the reference in the first paragraph of the Lease following the Preamble to “269,105 rentable square feet of above-grade space” is hereby replaced with “269,221 rentable square feet of above-grade space”, (d) Schedule I of the Lease shall be replaced with Schedule I attached hereto, (e) Schedule II of the Lease is hereby replaced with Schedule II attached hereto, (f) the defined term “Tenant’s Proportionate Share” is hereby amended and restated in its entirety to mean “25.02%, which figure is obtained by multiplying 100 by a fraction, the numerator of which is the rentable square footage of the initial demised premises (excluding the Storage Space) and the denominator of which is 1,076,130 rentable square feet of the Building”, (g) the reference in Section 32.04(a) of the Lease to “$18,837,350.00” is hereby replaced with “$18,845,470.00”, (h) the defined term “Offer Space” is hereby amended and restated in its entirety to mean “any space that becomes available on floors 5 through 11, inclusive (the “Lower Floor Stack”), floor 21 and floor 27 of the Building”, and (i) Exhibit LW (Landlord’s Work) and the definition of “Landlord’s Required Work” are hereby modified to exclude therefrom any such work that relates to the 2^nd floor of the Building (including, without limitation, the removal of wiring and equipment in the 2^nd floor of the telephone room, the separation of the private stairwell from the 1^st floor of the Building to the 2^nd floor of the Building and the separation of the private stairwell from the 3^rd floor of the Building to the 4^th floor of the Building).

2. Building Casualty. Tenant acknowledges that due to Hurricane Sandy, the Building has suffered a casualty as defined in Article 8 of the Lease and the Premises were rendered Untenantable for a period of 39 days. Pursuant to Article 8.02 of the Lease, Tenant and Landlord agree that Tenant shall receive an abatement of Base Rent, Tax Payments, Operating Expenses, Cafeteria Rent, and recurring chilled water and emergency generator charges, which abatement shall be for 39 days (i.e., from January 31, 2013 to March 11, 2013). Tenant also acknowledges that due to Hurricane Sany, the Building Cafetera shut down and ceased operating as of October 29, 2012 (the “Cafeteria Shut-Down Date”). Accordingly, pursuant to Section 27.09(c) of the Lease, Tenant shall have no obligation to pay Cafeteria Rent with respect to the period commencing on the Cafeteria Shut-Down Date until the date (the “Cafeteria Re-Opening Date”) upon which Building Cafeteria is once again open for business. Landlord and Tenant shall execute a letter agreement confirming the Cafeteria Re-Opening Date, provided, the failure of either or both parties to do so shall not affect the occurrence of the Cafeteria Re-Opening Date. Notwithstanding anything to the contrary contained in Article 29 of the Lease, (a) the Operating Payments that are payable by Tenant with respect to the Operating Year commencing on January 1, 2013 and ending on December 31, 2013, and the Operating Year commencing on January 1, 2014 and ending on December 31, 2014, shall be calculated taking into account the Operating Expenses that would have been paid or incurred by or on behalf of Landlord with respect to such Operating Year if not for the occurrence and direct effects of Hurricane Sandy (rather than taking into account the actual Operating Expenses paid or incurred by or on behalf of Landlord with respect to such Operating Year which are directly related to Hurricane Sandy), and (b) for purposes of calculating the Operating Payments that are payable by Tenant throughout the term of the Lease, the Operating Expenses with respect to the portion of the Base Operating Period occuring from and after the occurrence of Hurricane Sandy through and including December 31, 2012, shall take into account the Operating Expenses that would have been paid or incurred by or on behalf of Landlord with respect to such period if not for the occurrence and direct effects of Hurricane Sandy (rather than taking into account the actual Operating Expenses paid or incurred by or on behalf of Landlord during such Operating Year which are directly related to Hurricane Sandy).

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3. Relocation of Storage Space. As of the date of this Agreement, Landlord is delivering to Tenant in accordance with the Lease, and Tenant is accepting from Landlord, possession of the initial Storage Space, which is the portion of the 5^th floor of the Building identified on Exhibit B attached hereto (the “Initial Storage Space”), containing, as agreed to by Landlord and Tenant, 3,938 usable square feet. Tenant acknowledges that Landlord is contemplating the substitution of certain space located on the 2^nd floor of the Building (the “2^nd Floor Substitution Storage Space”) for the Initial Storage Space, and a subsequent substitution of certain space located on concourse “level 1” or “level 2” of the Building for a portion of the 2^nd Floor Substitution Space not to exceed 2,938 usable square feet (such that the remaining 2nd Floor Substitution Storage Space shall be at least 1,000 usable square feet (i.e., 1,270 rentable square feet)). Landlord and Tenant agree that (a) such relocation to the 2^nd Floor Substitution Storage Space effected in accordance with the provisions of Article 45 of the Lease (as modified hereby) shall be deemed permitted under Article 45 of the Lease notwithstanding that such 2^nd Floor Substitute Storage Space is not located on concourse “level 1” or “level 2” of the Building, (b) neither such relocation to the 2^nd Floor Substitution Storage Space nor such subsequent relocation of a portion of the 2nd Floor Substitution Storage Space to concourse “level 1” or “level 2” shall apply towards the once-per-two (2) calendar year period relocations of the Storage Space to which Landlord is entitled pursuant to the first sentence of Article 45, (c) notwithstanding the provisions of Article 45 of the Lease, in no event shall Landlord be permitted, at any time, to relocate a greater than 2,938 usable square feet portion of the Storage Space to concourse “level 1” or “level 2” (such that Tenant shall at all times be entitled to at least 1,000 usable square feet (i.e., 1,270 rentable square feet) of Storage Space above concourse “level 1” of the Building)), (d) notwithstanding the provisions of Article 45 of the Lease, Landlord shall not be permitted to relocate any portion of the Storage Space to concourse “level 1” or “level 2” of the Building on or prior to October 1, 2013, (e) notwithstanding anything to the contrary contained in the Lease, Tenant’s obligation to pay Base Rent with respect to the Initial Storage Space shall commence on the earlier to occur of (A) April 30, 2013 and (B) the Relocation Date with respect to any Substitute Storage Space (including, if applicable, the 2^nd Floor Substitute Storage Space as provided above) if Tenant shall have failed to vacate and surrender the Initial Storage Space on such Relocation Date as required under Article 45 of the Lease (in which case Tenant shall be obligated to pay holdover rent pursuant to Section 45.04 of the Lease) and (f) if Landlord shall substitute any portion of concourse “level 1” or “level 2” for a portion of the Storage Space not to exceed 2,938 usable square feet (such that the remaining 2nd Floor Substitution Storage Space shall be at least 1,000 usable square feet (i.e., 1,270 rentable square feet)), then Base Rent for any portion of the Storage Space located above concourse “level 1” or “level 2” shall be calculated on a rentable square foot basis and Base Rent for any concourse “level 1” or “level 2” portion of the Storage Space shall be calculated on a usable square foot basis, on a blended-rate basis such that the aggregate Base Rent with respect to the Storage Space shall continue to be as set forth in Schedule I to the Lease. A sample calculation of a Base Rent adjustment pursuant to clause (f) of the immediately preceding sentence, assuming that a 2,938 usable square foot portion of the Storage Space is located on concourse “level 1” or “level 2” of the Building and a 1,000 usable square foot (i.e., 1,270 rentable square foot) portion of the Storage Space is located above concourse “level 1”, is attached as Schedule III hereto. Landlord shall, at Tenant’s request and at no charge to Tenant, consult with Tenant regarding Tenant’s initial procurement of flood insurance with respect to Tenant’s property located in any portion of the Storage Space that is relocated to concourse “level 1” or “level 2” of the Building.

4. Miscellaneous. The reference in Section 2.01 of the Lease to “Storage Area” shall be replaced with the term “Storage Space”.

5. Entire Agreement. The Lease and this Agreement contain the entire agreement of the parties with respect to the subject matter hereof and all prior negotiations, understandings or agreements between the parties with respect to the subject matter hereof are merged herein. All references in the Lease to “this Lease” shall hereafter be deemed to refer to the Lease as amended by this Agreement.

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6. Invalidity of Any Provision. If any term, covenant, condition or provision of this Agreement or the application thereof to any circumstance or to any person, firm or corporation shall be held invalid or unenforceable to any extent, the remaining terms, covenants, conditions and provisions of this Agreement, or the application thereof to any circumstances or to any person, firm or corporation other than those as to which any term, covenant, condition or provision is held invalid or unenforceable, shall not be affected thereby and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law.

7. Governing Law. This Agreement shall be governed by the laws of the State of New York without giving effect to conflict of laws principles thereof.

8. Captions. The captions are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this Agreement nor the intent of any provision thereof.

9. Successors and Assigns. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, distributees, executors, administrators, successors, and, except as otherwise provided in the Lease, their permitted assigns.

10. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank; Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

LANDLORD:
85 Broad Street LLC, a Delaware limited liability company
By:	85 Broad Street Mezzanine LLC,
	its sole member
	By:	Metropolitan Life Insurance Company,
	its sole member
	By:	/S/ David V. Politano
		Name: David V. Politano
		Title: Managing Director

TENANT:
Viner Finance, Inc., a Delaware corporation
By:	/S/ A. G. Lowenthal
	Name: Albert G. Lowenthal
	Title: Chairman & CEO

Exhibit A

4^th Floor Premises

This floor plan is annexed to and made a part of this Agreement solely to indicate the 4^th Floor Premises by outlining. All areas, conditions, dimensions and locations are approximate.

Exhibit LW (4^th Floor)

Landlord shall slab over of the internal convenience stair between the 2^nd and 3^rd floors of the Building, and between the 4^th and 5^th floors of the Building, in each case to meet or exceed minimum fire ratings. The flooring on the 3^rd floor of such internal convenience stair shall be poured concrete, ready to receive Tenant finishes, and the ceiling of the 4^th floor of such internal convenience stair shall be metal decking with fireproofing. Landlord shall add an exhaust to the ceiling of the 4^th floor of such convenience stair to meet code.

Schedule I

From and after March 12, 2013 to and including January 31, 2018:

	Per Annum		Per Month
UPS Space	$	53,524.80	$	4,460.40
Storage Space	$	81,319.70	$	6,776.64
3rd floor	$	1,269,482.50	$	105,790.21
4th floor	$	1,278,125.50	$	106,510.46
22nd floor	$	1,698,620.00	$	141,551.67
23rd floor	$	1,689,820.00	$	140,818.33
24th floor	$	1,689,776.00	$	140,814.67
25th floor	$	1,753,695.00	$	146,141.25
26th floor	$	1,745,460.00	$	145,455.00

From and after February 1, 2018 to and including January 31, 2023:

	Per Annum		Per Month
UPS Space	$	63,892.80	$	5,324.40
Storage Space	$	97,071.70	$	8,089.31
3rd floor	$	1,421,062.50	$	118,421.88
4th floor	$	1,430,737.50	$	119,228.13
22nd floor	$	1,853,040.00	$	154,420.00
23rd floor	$	1,843,440.00	$	153,620.00
24th floor	$	1,843,392.00	$	153,616.00
25th floor	$	1,909,579.00	$	159,131.58
26th floor	$	1,900,612.00	$	158,384.33

From and after February 1, 2023 to the Expiration Date:

	Per Annum		Per Month
UPS Space	$	74,260.80	$	6,188.40
Storage Space	$	112,823.70	$	9,401.98
3rd floor	$	1,572,642.50	$	131,053.54
4th floor	$	1,583,349.50	$	131,945.79
22nd floor	$	2,007,460.00	$	167,288.33
23rd floor	$	1,997,060.00	$	166,421.67
24th floor	$	1,997,008.00	$	166,417.33
25th floor	$	2,065,463.00	$	172,121.92
26th floor	$	2,055,764.00	$	171,313.67

SCHEDULE II

CAFETERIA RENT

Rental Value of Building Cafeteria:

From and after March 12, 2013 to and including January 31, 2018 (“Period One”): 13,922 sf x $25.00/sf = $348,050.00

From and after February 1, 2018 to and including January 31, 2023 (“Period Two”): 13,922 sf x $29.00/sf = $403,738.00

From and after February 1, 2023 to the Expiration Date (“Period Three”): 13,922 sf x $33.00/sf = $459,426.00

Tenant’s Proportionate Share of Cafeteria Rent:

Period One: 25.02% x $348,050 = $87,082.11 per annum ($7,256.84 per month)

Period Two: 25.02% x $403,738 = $101,015.25 per annum ($8,417.94 per month)

Period Three: 25.02% x $459,426 = $114,948.39 per annum ($9,579.03 per month)

If Tenant shall extend the term of this Lease for the renewal term, the rental value of the Building Cafeteria per square foot shall continue to increase by $4.00/sf every five years, commencing as of the first day of the renewal term, and Tenant shall continue to pay Tenant’s Proportionate Share of Cafeteria Rent during the renewal term calculated on the basis of such increase in the rental value of the Building Cafeteria.

EX-10.31

EXHIBIT 10.31

AGREEMENT

THIS AGREEMENT made as of the 25^th day of October, 2012.

B E T W E E N:

Oppenheimer Holdings Inc., a Delaware corporation (hereinafter referred to as the “Corporation”)

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[•],

(hereinafter referred to as the “Indemnified Party”)

WHEREAS:

A. WHEREAS, highly competent persons have become more reluctant to serve on the board of directors of corporations as independent directors unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

B. WHEREAS, the Corporation maintains on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Corporation and its subsidiaries from certain liabilities, the Certificate of Incorporation of the Corporation (the “Certificate”) and By-laws of the Corporation (the “By-Laws”) each requires indemnification of the directors, and Indemnified Party may also be entitled to indemnification pursuant to the Delaware General Corporation Law, as amended (the “DGCL”);

C. WHEREAS, Section 145 of the DGCL (a copy of which is attached hereto as Exhibit A) expressly provides that the indemnification provisions set forth therein are not exclusive, and thereby contemplates that contracts may be entered into between the Corporation and members of the Board of Directors of the Corporation (the “Board”), and other persons with respect to indemnification;

D. WHEREAS, the Board has determined that the increased difficulty in attracting and retaining independent directors, which is a result of the uncertainties relating to insurance and statutory indemnification, is detrimental to the best interests of the Corporation’s stockholders and that the Corporation should act to assure such persons that there will be increased certainty of such protection in the future;

E. WHEREAS, the Board has determined that it is reasonable, prudent and necessary for the Corporation contractually to obligate itself to indemnify, and to advance expenses on behalf of, the Indemnified Party to the fullest extent permitted by applicable law so that he will serve or continue to serve the Corporation free from undue concern that he will not be so indemnified;

F. WHEREAS, this Agreement is a supplement to and in furtherance of the Certificate, By-laws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnified Party thereunder; and

G. WHEREAS, Indemnified Party may not be willing to continue to serve as a director without the protection of a contractual obligation on the part of the Corporation to indemnify Indemnified Party, and the Corporation desires Indemnified Party to serve in such capacity. Indemnified Party is willing to serve, continue to serve and to take on additional service for or on behalf of the Corporation on the condition that he be indemnified as set forth in this Agreement.

NOW THEREFORE in consideration of the premises and the covenants and agreements herein contained and for other good and valuable consideration (the receipt and adequacy of which is hereby acknowledged by each of the parties hereto), and in consideration of the Indemnified Party’s consenting to continue to act as a director and officer of the Corporation or, at the request of the Corporation, consenting to act as a director or officer or a person acting in a similar capacity of any other entity, the parties hereby agree each with the others as follows:

1. Definitions

1.1 “After-Tax Basis” means in connection with an indemnity payment (the “initial payment”) to the Indemnified Party that in addition to the initial payment the Corporation shall pay the Indemnified Party an additional amount (the “gross-up amount”) such that (i) the initial payment, plus (ii) the gross-up amount, less (iii) any increase in the federal, state or local income taxes actually payable by the Indemnified Party as a result of its receipt of the initial payment and the gross-up amount, and taking into account the tax effect (including any tax savings) resulting from the events or payments giving rise to the initial payment, shall equal the initial payment. For purposes of determining the gross-up amount, the Indemnified Party shall not be required to disclose his or her personal financial information, but may tender a certificate of a certified public accountant stating that such accountant has reviewed the tax position of the Indemnified Party and calculated on a pro forma basis the gross-up amount required to make the Indemnified Party whole in accordance with this Agreement.

1.2 “Corporate Status” describes the status of a person who is or was a director, employee or agent of the Corporation or its successors or of any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Corporation or its successors.

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1.3 “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, (ii) any federal, state, local or foreign taxes imposed on Indemnified Party as a result of the actual or deemed receipt of any payments under this Agreement, (iii) all interest, assessments and other charges paid or payable in connection with or in respect of the Expenses, and (iv) for purposes of Section 2.9 only, Expenses incurred by Indemnified Party in connection with the interpretation, enforcement or defense of Indemnified Party’s rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnified Party or the amount of judgments or fines against Indemnified Party.

1.4 “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnified Party was, is or will be involved as a party or otherwise by reason of the fact that Indemnified Party is or was a director of the Corporation, by reason of any action taken by him or of any action on his part while acting as director of the Corporation, or by reason of the fact that he is or was serving at the request of the Corporation as a director, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement; except one initiated by an Indemnified Party to enforce his rights under this Agreement.

1.5 References to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in the best interests of the Corporation as referred to in this Agreement.

2. Indemnification

2.1 The Corporation shall indemnify, on an After-Tax Basis, the Indemnified Party and the Indemnified Party’s heirs and legal representatives in accordance with the provisions of this Section 2 if Indemnified Party is, or is threatened to be made, a party to or a participant in any Proceeding to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnified Party or on his behalf in connection with such Proceeding or any claim, issue or matter therein; provided that it is determined (in accordance with Section 2.9) in the specific case that indemnification of such person is permissible under the circumstances because such person has met the standard of conduct for indemnification specified in Section 145 of the DGCL.

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2.2 Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnified Party is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Corporation shall indemnify, on an After-Tax Basis, Indemnified Party against all Expenses actually and reasonably incurred by him in connection therewith. If Indemnified Party is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify, on an After-Tax Basis, Indemnified Party against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnified Party is not wholly successful in such Proceeding, the Corporation also shall indemnify, on an After-Tax Basis, Indemnified Party against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnified Party was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

2.3 Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnified Party is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnified Party is not a party, he shall be indemnified, on an After-Tax Basis, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

2.4 Notwithstanding any limitation in Section 2.2 or Section 2.3, the Corporation shall indemnify, on an After-Tax Basis, Indemnified Party to the fullest extent permitted by applicable law if Indemnified Party is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement (provided however, that any such settlement was made in accordance with Section 2.10 hereunder) actually and reasonably incurred by Indemnified Party in connection with the Proceeding.

(a) For purposes of Section 2.4, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and

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(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its directors.

2.5 The Corporation may advance moneys to the Indemnified Party, and the Indemnified Party’s heirs and legal representatives, for costs, charges and expenses of a Proceeding upon (i) receipt of a written affirmation of Indemnified Party’s good faith belief that he has met the standard of conduct prescribed by the DGCL; (ii) receipt of an undertaking of Indemnified Party to repay the amount paid by the Corporation if it is ultimately determined that Indemnified Party is not entitled to indemnification by the Corporation; and (iii) a determination (made in accordance with Section 2.9) that the facts then known to those making the determination would not preclude indemnification under the DGCL. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnified Party’s ability to repay the expenses and without regard to Indemnified Party’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Corporation to support the advances claimed. This Section 2.5 shall not apply to any claim made by Indemnified Party for which indemnity is excluded pursuant to Section 4. The Indemnified Party and the Indemnified Party’s heirs and legal representatives shall repay such moneys if the Indemnified Party does not meet the standard of conduct prescribed by the DGCL.

2.6 All Expenses to be paid by the Corporation to the Indemnified Party hereunder will be paid promptly by the Corporation as they are incurred or, at the request of the Indemnified Party, advanced on behalf of the Indemnified Party against delivery of invoices therefor (prior to an ultimate determination as to whether the Indemnified Party is entitled to be indemnified by the Corporation on account thereof); and, in any event, within thirty (30) days of receipt by the Corporation of the invoices therefor; provided, however, that if it shall ultimately be determined by final decision of a court of competent jurisdiction that the Indemnified Party is not entitled to be indemnified on account of any Expenses for which the Indemnified Party has received payment or reimbursement, the Indemnified Party shall repay such amount to the Corporation within ninety (90) days of receipt by the Indemnified Party of an accounting in writing from the Corporation of the amount owing.

2.7 Any indemnification to be made to the Indemnified Party under this Agreement shall not be affected by any remuneration that the Indemnified Party shall have received, or to which the Indemnified Party may be entitled, at any time for acting as a director or officer of the Corporation or, at the request of the Corporation, as a director or officer, or as an individual acting in a similar capacity, of another entity.

2.8 The termination of any Proceeding by judgment, order, or settlement will not, of itself, create any presumption that the Indemnified Party did not act honestly and in good faith with a view to the best interests of the Corporation, or entity and, with respect to any criminal or administrative action or proceeding that is enforced by monetary penalty the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s conduct was lawful.

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2.9 The determination on behalf of the Corporation that the Indemnified Party is not entitled to be indemnified under this Agreement, the DGCL or the Certificate or the By-laws against Expenses reasonably incurred shall be made by independent legal counsel selected mutually by the Corporation and the Indemnified Party. If the Corporation and the Indemnified Party cannot agree as to an independent legal counsel to make such determination within 45 days of the Corporation notifying the Indemnified Party of its decision that the Indemnified Party is not entitled to indemnification or, if independent legal counsel selected in accordance herewith fails to make a determination as to the right of the Indemnified Party to indemnification hereunder within 45 days of the selection of the independent counsel, the Indemnified Party or the Corporation shall have the right to apply to a court of competent jurisdiction for such a determination While any determination is being made, the Indemnified Party shall be entitled to indemnification in accordance with this Agreement, the DGCL, the Certificate or the By-laws. Notwithstanding any such determination, unless made by a court of competent jurisdiction, the right of the Indemnified Party to indemnification or advances of costs, charges and expenses as provided in the Agreement, the DGCL, the Certificate or the By-laws shall be enforceable by the Indemnified Party in any court of competent jurisdiction. The burden of proving that the Indemnified Party is not entitled to indemnification under this Agreement, the DGCL, the Certificate or the By-laws shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such Proceeding that indemnification is proper in the circumstances because the Indemnified Party has met the applicable standard of conduct, nor an actual determination by the Corporation that the Indemnified Party has not met such applicable standard of conduct shall be a defense to the action or create a presumption that the Indemnified Party has not met the applicable standard of conduct. Costs and expenses, including legal fees, reasonably incurred by the Indemnified Party in connection with establishing the Indemnified Party’s right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation.

2.10 The Indemnified Party shall give prompt written notice to the Corporation of any Proceeding with respect to which the Indemnified Party seeks indemnification and, unless a conflict of interest exists between the Indemnified Party and the Corporation with respect to such Proceeding, the Indemnified Party shall permit the Corporation to assume the defense of such claim or action with counsel of its choice. Whether or not such defense is assumed by the Corporation, the Corporation will not be subject to any liability for any settlement made without its consent. The Corporation, if it assumes such defense, will not consent to any judgment or order or enter into any settlement that does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability with respect to such Proceeding. If the Corporation is not entitled to, or does not elect to assume the defense of a claim, action or proceeding, the Corporation will not be obligated to pay the costs, fees and expenses of more than one counsel (which for these purposes includes a legal firm) for the Indemnified Party and any other directors or officers of the Corporation who are indemnified pursuant to similar indemnity agreements with respect to such Proceeding, unless a conflict of interest shall exist between the Indemnified Party and any other indemnified party with respect to such Proceeding, in which event the Corporation will be obligated to pay the fees and expenses of an additional counsel for each indemnified party or group of indemnified parties with whom a conflict of interest exists. In addition, the Indemnified Party shall give the Corporation such information and co-operation regarding such Proceeding as it may reasonably require and as shall be within the Indemnified Party’s power.

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2.11 The Corporation’s obligation to indemnify the Indemnified Party hereunder is in addition to any other rights to which the Indemnified Party may be otherwise entitled by operation of law, the Certificate, the By-laws, a vote of the Corporation’s stockholders or directors or otherwise and will be available to the Indemnified Party whether or not the claim asserted against the Indemnified Party is based on matters which occurred before the date of this Agreement. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnified Party under this Agreement in respect of any action taken or omitted by such Indemnified Party. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate, By-laws and this Agreement, it is the intent of the parties hereto that Indemnified Party shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy

3. Directors & Officers Insurance

3.1 The Corporation hereby represents and warrants that Exhibit A contains a complete list of the policies of directors’ and officers’ liability insurance purchased by the Corporation, together with the amounts and deductibles related thereto, and that such policies are in full force and effect.

3.2 The Corporation hereby covenants and agrees that, so long as the Indemnified Party shall continue to serve as a director or officer of the Corporation or, to the extent applicable, as a director or officer of a subsidiary of the Corporation, and thereafter so long as the Indemnified Party shall be subject to any possible claim or threatened, pending or completed Proceeding, by reason of the fact that the Indemnified Party was a director or officer of the Corporation or, to the extent applicable, a director or officer of a subsidiary of the Corporation, the Corporation shall maintain in full force and effect directors’ and officers’ liability insurance as set forth in Exhibit B or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that provided under the policies identified in Exhibit B.

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3.3 In all policies of directors’ and officers’ insurance maintained by the Corporation, the Indemnified Party shall be named as an insured in such manner as to provide the Indemnified Party the same rights and benefits, subject to the same limitations, as are accorded to the Corporation’s directors or officers most favourably insured by such policy.

3.4 The Corporation shall have no obligation to maintain directors’ and officers’ insurance if the Corporation determines in good faith that such insurance is not reasonably available. For purposes of this determination, premium costs for such insurance up to 135% of the premium costs for the preceding policy year for directors’ and officers’ insurance shall be deemed to be insurance that is reasonably available. The limits of liability and applicable retention amounts for the current directors’ and officers’ insurance policy are listed in Exhibit B. To the extent that the Corporation determines in good faith that such insurance is not reasonably available it will notify each director and officer of the Corporation, to the extent practicable, at least ten business days prior to the expiration of the current policy.

4. Exceptions

4.1 Any other provision herein to the contrary notwithstanding, pursuant to the terms of this Agreement the Corporation shall not be obligated:

(a) To indemnify or advance expenses to the Indemnified Party with respect to Proceedings initiated or brought voluntarily by the Indemnified Party and not by way of defense, unless (i) the Proceedings were brought to establish or enforce a right to indemnification under this Agreement, the DGCL or any other statute or law, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (iii) the Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law; or

(b) To indemnify the Indemnified Party for any expenses incurred by the Indemnified Party with respect to any claim, action or proceeding instituted to enforce or interpret this Agreement, if a court of competent jurisdiction determines that any of the material assertions made by the Indemnified Party in such Proceedings was not made in good faith or was frivolous; or

(c) To indemnify the Indemnified Party for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnified Party of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law, or (ii) any reimbursement of the Corporation by the Indemnified Party of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnified Party from the sale of securities of the Corporation, as required in each case under the Exchange Act; or

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(d) To indemnify the Indemnified Party for expenses or liabilities of any type whatsoever which have been paid directly to the Indemnified Party by an insurance carrier under a policy of directors’ and officers’ liability insurance maintained by the Corporation, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision.

5. General

5.1 Nothing in this Agreement is intended to require or shall be construed as requiring the Corporation to do or fail to do any action in violation of applicable law. The Corporation’s inability, pursuant to applicable law or court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.

5.2 This Agreement may not be assigned by the Corporation, and shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

5.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of laws provisions thereof.

5.4 To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnified Party for any reason whatsoever, the Corporation, in lieu of indemnifying Indemnified Party, shall contribute to the amount incurred by Indemnified Party, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Corporation and Indemnified Party as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Corporation (and its directors, officers, employees and agents) and Indemnified Party in connection with such event(s) and/or transaction(s).

5.5 This Agreement may be executed in one or more counterparts and by facsimile or other electronic transmission, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

5.6 This Agreement shall not be deemed an employment contract between the Corporation (or any of its subsidiaries) and Indemnified Party. Indemnified Party acknowledges that he may be removed as a director at any time in accordance with the Certificate, the By-laws, and the DGCL.

5.7 The invalidity or unenforceability of any provision of this Agreement or any covenant herein contained shall not affect the validity or enforceability of any other provision or covenant hereof or herein contained, and this Agreement shall be construed as if such invalid or unenforceable provision or covenant were omitted.

5.8 In this Agreement where the context so requires words importing number shall include the singular and plural, words importing gender shall include the masculine, feminine and neuter genders and words importing persons shall include firms and corporations and vice versa.

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5.9 No supplement, modification or amendment of this Agreement shall be binding unless (i) executed in writing by the parties thereto or (ii) a majority of disinterested (as defined by the rules of the New York Stock Exchange) directors adopts such supplement, modification or amendment at a meeting duly convened for that purpose and outside the presence of any director who is a member of management of the Corporation. To the extent that any supplement, modification or amendment of this Agreement is made pursuant to (ii) above, such supplement, modification or amendment shall be binding on each current director of the Corporation (whether disinterested or not) at the time of such supplement, modification or amendment. In no event shall any such supplement modification or amendment be made retroactive to any prior period. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

5.10 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate and the By-laws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnified Party thereunder.

5.11 All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile or other electronic transmission, with receipt of oral confirmation that such transmission has been received:

(a) If to Indemnified Party, at the address indicated on the signature page of this Agreement, or such other address as Indemnified Party shall provide to the Corporation.

(b) If to the Corporation to:

Oppenheimer & Co. Inc.

85 Broad Street

22nd Floor

New, York, NY 10004

U.S.A.

Attention: Chief Executive Officer

With a copy (at the same address) to: General Counsel

or to any other address as may have been furnished to Indemnified Party by the Corporation.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement under seal as of the day and year first above written.

Name:
OPPENHEIMER HOLDINGS INC.
By:
	Name: Title:

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EXHIBIT A

§ 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

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(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination:

(1) By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or

(2) By a committee of such directors designated by majority vote of such directors, even though less than a quorum; or

(3) If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or

(4) By the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

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(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).

8 Del. C. 1953, § 145; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 6; 57 Del. Laws, c. 421, § 2; 59 Del. Laws, c. 437, § 7; 63 Del. Laws, c. 25, § 1; 64 Del. Laws, c. 112, § 7; 65 Del. Laws, c. 289, §§ 3-6; 67 Del. Laws, c. 376, § 3; 69 Del. Laws, c. 261, §§ 1, 2; 70 Del. Laws, c. 186, § 1; 71 Del. Laws, c. 120, §§ 3-11; 77 Del. Laws, c. 14, § 3; 77 Del. Laws, c. 290, §§ 5, 6; 78 Del. Laws, c. 96, § 6.;

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EXHIBIT B

Insurer	Aggregate Limit of Liability*		Retention (Each Loss)
Chartis	$	10,000,000	$2,500,000 Securities Claims
			$2,500,000 EPLI Claims
			$0 Non-Indemnification Loss
			$2,500,000 Indemnifiable Loss
			$2,500,000 All Other Claims
Chubb	$	5,000,000 excess $10,000,000
CNA	$	5,000,000 excess $15,000,000
Ace	$	5,000,000 excess $20,000,000
Freedom (Nationwide)	$	5,000,000 excess $25,000,000
XL Specialty	$	2,500,000	Excess Side-A Difference-in-Conditions (DIC)
Total	$	32,500,000

* Inclusive of Defense Costs, Charges & Expenses

EX-10.32

EXHIBIT 10.32

AGREEMENT

THIS AGREEMENT made as of the 25^th day of October, 2012.

B E T W E E N:

Oppenheimer Holdings Inc., a Delaware corporation (hereinafter referred to as the “Corporation”)

- and -

[•],

(hereinafter referred to as the “Indemnified Party”)

WHEREAS:

A. WHEREAS, highly competent persons have become more reluctant to serve as officers of public corporations unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

B. WHEREAS, the Corporation maintains on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Corporation and its subsidiaries from certain liabilities, the By-laws of the Corporation (the “By-Laws”) each requires indemnification of officers, and Indemnified Party may also be entitled to indemnification pursuant to the Delaware General Corporation Law, as amended (the “DGCL”);

C. WHEREAS, Section 145 of the DGCL (a copy of which is attached hereto as Exhibit A) expressly provides that the indemnification provisions set forth therein are not exclusive, and thereby contemplates that contracts may be entered into between the Corporation and officers of the Corporation (the “Board”), and other persons with respect to indemnification;

D. WHEREAS, the Board has determined that the increased difficulty in attracting and retaining officers, which is a result of the uncertainties relating to insurance and statutory indemnification, is detrimental to the best interests of the Corporation’s stockholders and that the Corporation should act to assure such persons that there will be increased certainty of such protection in the future;

E. WHEREAS, the Board has determined that it is reasonable, prudent and necessary for the Corporation contractually to obligate itself to indemnify, and to advance expenses on behalf of, the Indemnified Party to the fullest extent permitted by applicable law so that he will serve or continue to serve the Corporation free from undue concern that he will not be so indemnified;

F. WHEREAS, this Agreement is a supplement to and in furtherance of the Certificate of Incorporation (the “Certificate”), By-laws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnified Party thereunder; and

G. WHEREAS, Indemnified Party may not be willing to continue to serve as an officer without the protection of a contractual obligation on the part of the Corporation to indemnify Indemnified Party, and the Corporation desires Indemnified Party to serve in such capacity. Indemnified Party is willing to serve, continue to serve and to take on additional service for or on behalf of the Corporation on the condition that he be indemnified as set forth in this Agreement.

NOW THEREFORE in consideration of the premises and the covenants and agreements herein contained and for other good and valuable consideration (the receipt and adequacy of which is hereby acknowledged by each of the parties hereto), and in consideration of the Indemnified Party’s consenting to continue to act as an officer of the Corporation or, at the request of the Corporation, consenting to act as an officer or a person acting in a similar capacity of any other entity, the parties hereby agree each with the others as follows:

1. Definitions

1.1 “After-Tax Basis” means in connection with an indemnity payment (the “initial payment”) to the Indemnified Party that in addition to the initial payment the Corporation shall pay the Indemnified Party an additional amount (the “gross-up amount”) such that (i) the initial payment, plus (ii) the gross-up amount, less (iii) any increase in the federal, state or local income taxes actually payable by the Indemnified Party as a result of its receipt of the initial payment and the gross-up amount, and taking into account the tax effect (including any tax savings) resulting from the events or payments giving rise to the initial payment, shall equal the initial payment. For purposes of determining the gross-up amount, the Indemnified Party shall not be required to disclose his or her personal financial information, but may tender a certificate of a certified public accountant stating that such accountant has reviewed the tax position of the Indemnified Party and calculated on a pro forma basis the gross-up amount required to make the Indemnified Party whole in accordance with this Agreement.

1.2 “Corporate Status” describes the status of a person who is or was an officer, employee or agent of the Corporation or its successors or of any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Corporation or its successors.

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1.3 “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, (ii) any federal, state, local or foreign taxes imposed on Indemnified Party as a result of the actual or deemed receipt of any payments under this Agreement, (iii) all interest, assessments and other charges paid or payable in connection with or in respect of the Expenses, and (iv) for purposes of Section 2.9 only, Expenses incurred by Indemnified Party in connection with the interpretation, enforcement or defense of Indemnified Party’s rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnified Party or the amount of judgments or fines against Indemnified Party.

1.4 “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnified Party was, is or will be involved as a party or otherwise by reason of the fact that Indemnified Party is or was an officer of the Corporation, by reason of any action taken by him or of any action on his part while acting as an officer of the Corporation, or by reason of the fact that he is or was serving at the request of the Corporation as an officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement; except one initiated by an Indemnified Party to enforce his rights under this Agreement.

1.5 References to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in the best interests of the Corporation as referred to in this Agreement.

2. Indemnification

2.1 The Corporation shall indemnify, on an After-Tax Basis, the Indemnified Party and the Indemnified Party’s heirs and legal representatives in accordance with the provisions of this Section 2 if Indemnified Party is, or is threatened to be made, a party to or a participant in any Proceeding to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnified Party or on his behalf in connection with such Proceeding or any claim, issue or matter therein; provided that it is determined (in accordance with Section 2.9) in the specific case that indemnification of such person is permissible under the circumstances because such person has met the standard of conduct for indemnification specified in Section 145 of the DGCL.

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2.2 Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnified Party is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Corporation shall indemnify, on an After-Tax Basis, Indemnified Party against all Expenses actually and reasonably incurred by him in connection therewith. If Indemnified Party is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify, on an After-Tax Basis, Indemnified Party against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnified Party is not wholly successful in such Proceeding, the Corporation also shall indemnify, on an After-Tax Basis, Indemnified Party against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnified Party was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

2.3 Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnified Party is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnified Party is not a party, he shall be indemnified, on an After-Tax Basis, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

2.4 Notwithstanding any limitation in Section 2.2 or Section 2.3, the Corporation shall indemnify, on an After-Tax Basis, Indemnified Party to the fullest extent permitted by applicable law if Indemnified Party is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement (provided however, that any such settlement was made in accordance with Section 2.10 hereunder) actually and reasonably incurred by Indemnified Party in connection with the Proceeding.

(a) For purposes of Section 2.4, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and

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(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its directors or officers.

2.5 The Corporation may advance moneys to the Indemnified Party, and the Indemnified Party’s heirs and legal representatives, for costs, charges and expenses of a Proceeding upon (i) receipt of a written affirmation of Indemnified Party’s good faith belief that he has met the standard of conduct prescribed by the DGCL; (ii) receipt of an undertaking of Indemnified Party to repay the amount paid by the Corporation if it is ultimately determined that Indemnified Party is not entitled to indemnification by the Corporation; and (iii) a determination (made in accordance with Section 2.9) that the facts then known to those making the determination would not preclude indemnification under the DGCL. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnified Party’s ability to repay the expenses and without regard to Indemnified Party’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Corporation to support the advances claimed. This Section 2.5 shall not apply to any claim made by Indemnified Party for which indemnity is excluded pursuant to Section 4. The Indemnified Party and the Indemnified Party’s heirs and legal representatives shall repay such moneys if the Indemnified Party does not meet the standard of conduct prescribed by the DGCL.

2.6 All Expenses to be paid by the Corporation to the Indemnified Party hereunder will be paid promptly by the Corporation as they are incurred or, at the request of the Indemnified Party, advanced on behalf of the Indemnified Party against delivery of invoices therefor (prior to an ultimate determination as to whether the Indemnified Party is entitled to be indemnified by the Corporation on account thereof); and, in any event, within thirty (30) days of receipt by the Corporation of the invoices therefor; provided, however, that if it shall ultimately be determined by final decision of a court of competent jurisdiction that the Indemnified Party is not entitled to be indemnified on account of any Expenses for which the Indemnified Party has received payment or reimbursement, the Indemnified Party shall repay such amount to the Corporation within ninety (90) days of receipt by the Indemnified Party of an accounting in writing from the Corporation of the amount owing.

2.7 Any indemnification to be made to the Indemnified Party under this Agreement shall not be affected by any remuneration that the Indemnified Party shall have received, or to which the Indemnified Party may be entitled, at any time for acting as a director or officer of the Corporation or, at the request of the Corporation, as a director or officer, or as an individual acting in a similar capacity, of another entity.

2.8 The termination of any Proceeding by judgment, order, or settlement will not, of itself, create any presumption that the Indemnified Party did not act honestly and in good faith with a view to the best interests of the Corporation, or entity and, with respect to any criminal or administrative action or proceeding that is enforced by monetary penalty the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s conduct was lawful.

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2.9 The determination on behalf of the Corporation that the Indemnified Party is not entitled to be indemnified under this Agreement, the DGCL or the Certificate or the By-laws against Expenses reasonably incurred shall be made by independent legal counsel selected mutually by the Corporation and the Indemnified Party. If the Corporation and the Indemnified Party cannot agree as to an independent legal counsel to make such determination within 45 days of the Corporation notifying the Indemnified Party of its decision that the Indemnified Party is not entitled to indemnification or, if independent legal counsel selected in accordance herewith fails to make a determination as to the right of the Indemnified Party to indemnification hereunder within 45 days of the selection of the independent counsel, the Indemnified Party or the Corporation shall have the right to apply to a court of competent jurisdiction for such a determination While any determination is being made, the Indemnified Party shall be entitled to indemnification in accordance with this Agreement, the DGCL, the Certificate or the By-laws. Notwithstanding any such determination, unless made by a court of competent jurisdiction, the right of the Indemnified Party to indemnification or advances of costs, charges and expenses as provided in the Agreement, the DGCL, the Certificate or the By-laws shall be enforceable by the Indemnified Party in any court of competent jurisdiction. The burden of proving that the Indemnified Party is not entitled to indemnification under this Agreement, the DGCL, the Certificate or the By-laws shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such Proceeding that indemnification is proper in the circumstances because the Indemnified Party has met the applicable standard of conduct, nor an actual determination by the Corporation that the Indemnified Party has not met such applicable standard of conduct shall be a defense to the action or create a presumption that the Indemnified Party has not met the applicable standard of conduct. Costs and expenses, including legal fees, reasonably incurred by the Indemnified Party in connection with establishing the Indemnified Party’s right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation.

2.10 The Indemnified Party shall give prompt written notice to the Corporation of any Proceeding with respect to which the Indemnified Party seeks indemnification and, unless a conflict of interest exists between the Indemnified Party and the Corporation with respect to such Proceeding, the Indemnified Party shall permit the Corporation to assume the defense of such claim or action with counsel of its choice. Whether or not such defense is assumed by the Corporation, the Corporation will not be subject to any liability for any settlement made without its consent. The Corporation, if it assumes such defense, will not consent to any judgment or order or enter into any settlement that does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability with respect to such Proceeding. If the Corporation is not entitled to, or does not elect to assume the defense of a claim, action or proceeding, the Corporation will not be obligated to pay the costs, fees and expenses of more than one counsel (which for these purposes includes a legal firm) for the Indemnified Party and any other directors or officers of the Corporation who are indemnified pursuant to similar indemnity agreements with respect to such Proceeding, unless a conflict of interest shall exist between the Indemnified Party and any other indemnified party with respect to such Proceeding, in which event the Corporation will be obligated to pay the fees and expenses of an additional counsel for each indemnified party or group of indemnified parties with whom a conflict of interest exists. In addition, the Indemnified Party shall give the Corporation such information and co-operation regarding such Proceeding as it may reasonably require and as shall be within the Indemnified Party’s power.

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2.11 The Corporation’s obligation to indemnify the Indemnified Party hereunder is in addition to any other rights to which the Indemnified Party may be otherwise entitled by operation of law, the Certificate, the By-laws, a vote of the Corporation’s stockholders or directors or otherwise and will be available to the Indemnified Party whether or not the claim asserted against the Indemnified Party is based on matters which occurred before the date of this Agreement. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnified Party under this Agreement in respect of any action taken or omitted by such Indemnified Party. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate, By-laws and this Agreement, it is the intent of the parties hereto that Indemnified Party shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy

3. Directors & Officers Insurance

3.1 The Corporation hereby represents and warrants that Exhibit A contains a complete list of the policies of directors’ and officers’ liability insurance purchased by the Corporation, together with the amounts and deductibles related thereto, and that such policies are in full force and effect.

3.2 The Corporation hereby covenants and agrees that, so long as the Indemnified Party shall continue to serve as a director or officer of the Corporation or, to the extent applicable, as a director or officer of a subsidiary of the Corporation, and thereafter so long as the Indemnified Party shall be subject to any possible claim or threatened, pending or completed Proceeding, by reason of the fact that the Indemnified Party was a director or officer of the Corporation or, to the extent applicable, a director or officer of a subsidiary of the Corporation, the Corporation shall maintain in full force and effect directors’ and officers’ liability insurance as set forth in Exhibit B or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that provided under the policies identified in Exhibit B.

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3.3 In all policies of directors’ and officers’ insurance maintained by the Corporation, the Indemnified Party shall be named as an insured in such manner as to provide the Indemnified Party the same rights and benefits, subject to the same limitations, as are accorded to the Corporation’s directors or officers most favourably insured by such policy.

3.4 The Corporation shall have no obligation to maintain directors’ and officers’ insurance if the Corporation determines in good faith that such insurance is not reasonably available. For purposes of this determination, premium costs for such insurance up to 135% of the premium costs for the preceding policy year for directors’ and officers’ insurance shall be deemed to be insurance that is reasonably available. The limits of liability and applicable retention amounts for the current directors’ and officers’ insurance policy are listed in Exhibit B. To the extent that the Corporation determines in good faith that such insurance is not reasonably available it will notify each director and officer of the Corporation, to the extent practicable, at least ten business days prior to the expiration of the current policy.

4. Exceptions

4.1 Any other provision herein to the contrary notwithstanding, pursuant to the terms of this Agreement the Corporation shall not be obligated:

(a) To indemnify or advance expenses to the Indemnified Party with respect to Proceedings initiated or brought voluntarily by the Indemnified Party and not by way of defense, unless (i) the Proceedings were brought to establish or enforce a right to indemnification under this Agreement, the DGCL or any other statute or law, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (iii) the Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law; or

(b) To indemnify the Indemnified Party for any expenses incurred by the Indemnified Party with respect to any claim, action or proceeding instituted to enforce or interpret this Agreement, if a court of competent jurisdiction determines that any of the material assertions made by the Indemnified Party in such Proceedings was not made in good faith or was frivolous; or

(c) To indemnify the Indemnified Party for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnified Party of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law, or (ii) any reimbursement of the Corporation by the Indemnified Party of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnified Party from the sale of securities of the Corporation, as required in each case under the Exchange Act; or

(d) To indemnify the Indemnified Party for expenses or liabilities of any type whatsoever which have been paid directly to the Indemnified Party by an insurance carrier under a policy of directors’ and officers’ liability insurance maintained by the Corporation, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision.

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5. General

5.1 Nothing in this Agreement is intended to require or shall be construed as requiring the Corporation to do or fail to do any action in violation of applicable law. The Corporation’s inability, pursuant to applicable law or court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.

5.2 This Agreement may not be assigned by the Corporation, and shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

5.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of laws provisions thereof.

5.4 To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnified Party for any reason whatsoever, the Corporation, in lieu of indemnifying Indemnified Party, shall contribute to the amount incurred by Indemnified Party, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Corporation and Indemnified Party as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Corporation (and its directors, officers, employees and agents) and Indemnified Party in connection with such event(s) and/or transaction(s).

5.5 This Agreement may be executed in one or more counterparts and by facsimile or other electronic transmission, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

5.6 This Agreement shall not be deemed an employment contract between the Corporation (or any of its subsidiaries) and Indemnified Party. Indemnified Party acknowledges that he may be removed as a an officer at any time in accordance with the Certificate, the By-laws, and the DGCL.

5.7 The invalidity or unenforceability of any provision of this Agreement or any covenant herein contained shall not affect the validity or enforceability of any other provision or covenant hereof or herein contained, and this Agreement shall be construed as if such invalid or unenforceable provision or covenant were omitted.

5.8 In this Agreement where the context so requires words importing number shall include the singular and plural, words importing gender shall include the masculine, feminine and neuter genders and words importing persons shall include firms and corporations and vice versa.

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5.9 No supplement, modification or amendment of this Agreement shall be binding unless (i) executed in writing by the parties thereto or (ii) a majority of disinterested (as defined by the rules of the New York Stock Exchange) directors adopts such supplement, modification or amendment at a meeting duly convened for that purpose and outside the presence of any director who is a member of management of the Corporation. To the extent that any supplement, modification or amendment of this Agreement is made pursuant to (ii) above, such supplement, modification or amendment shall be binding on each current director or officer of the Corporation (whether disinterested or not) at the time of such supplement, modification or amendment. In no event shall any such supplement modification or amendment be made retroactive to any prior period. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

5.10 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate and the By-laws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnified Party thereunder.

5.11 All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile or other electronic transmission, with receipt of oral confirmation that such transmission has been received:

(a) If to Indemnified Party, at the address indicated on the signature page of this Agreement, or such other address as Indemnified Party shall provide to the Corporation.

(b) If to the Corporation to:

Oppenheimer & Co. Inc.

85 Broad Street

22nd Floor

New, York, NY 10004

U.S.A.

Attention: Chief Executive Officer

With a copy (at the same address) to: General Counsel

or to any other address as may have been furnished to Indemnified Party by the Corporation.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement under seal as of the day and year first above written.

Name:
OPPENHEIMER HOLDINGS INC.
By:
	Name: Title:

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EXHIBIT A

§ 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

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(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination:

(1) By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or

(2) By a committee of such directors designated by majority vote of such directors, even though less than a quorum; or

(3) If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or

(4) By the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

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(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).

8 Del. C. 1953, § 145; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 6; 57 Del. Laws, c. 421, § 2; 59 Del. Laws, c. 437, § 7; 63 Del. Laws, c. 25, § 1; 64 Del. Laws, c. 112, § 7; 65 Del. Laws, c. 289, §§ 3-6; 67 Del. Laws, c. 376, § 3; 69 Del. Laws, c. 261, §§ 1, 2; 70 Del. Laws, c. 186, § 1; 71 Del. Laws, c. 120, §§ 3-11; 77 Del. Laws, c. 14, § 3; 77 Del. Laws, c. 290, §§ 5, 6; 78 Del. Laws, c. 96, § 6.;

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EXHIBIT B

Insurer	Aggregate Limit of Liability*		Retention (Each Loss)
Chartis	$	10,000,000	$2,500,000 Securities Claims
			$2,500,000 EPLI Claims
			$0 Non-Indemnification Loss
			$2,500,000 Indemnifiable Loss
			$2,500,000 All Other Claims
Chubb	$	5,000,000 excess $10,000,000
CNA	$	5,000,000 excess $15,000,000
Ace	$	5,000,000 excess $20,000,000
Freedom (Nationwide)	$	5,000,000 excess $25,000,000
XL Specialty	$	2,500,000	Excess Side-A Difference-in-Conditions (DIC)
Total	$	32,500,000

* Inclusive of Defense Costs, Charges & Expenses

EX-10.33

EXHIBIT 10.33

OPPENHEIMER & CO. INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective as of January 1, 2005)

(As Further Amended and Restated with respect to Specified Elective Accounts Effective as of March 1, 2013)

1. Introduction

1.01 Purpose of the Plan. The purpose of this Oppenheimer & Co. Inc. Deferred Compensation Plan is to enhance the overall effectiveness of the Company’s executive compensation program by providing a vehicle for the deferral of compensation of a select group of the Company’s executives and highly compensated employees.

1.02 Effect of Restatement. This Plan, as amended and restated, is intended to comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). All amounts credited and vested under the Plan prior to January 1, 2005 (and all deemed earnings and losses thereon) are intended to be treated as a separate “grandfathered” plan for these purposes and not subject to Section 409A unless such plan is materially modified within the meaning of Section 409A and applicable guidance thereunder following October 3, 2004.

Accordingly, other than with respect to the Specified Elective Accounts, as defined below (and all deemed earnings and losses thereon) from and after the Restatement Date, all Elective Incentive Pay Credits that were credited under the Plan prior to January 1, 2005 (and deemed earnings and losses thereon) are considered to be “Grandfathered Accounts.” Similarly, all Bonus Deferral Credits that were vested under the Plan prior to January 1, 2005 (and deemed earnings and losses thereon) are considered to be “Grandfathered Accounts.” Grandfathered Accounts shall be subject to the terms and conditions of the Plan as in effect on December 31, 2004. All Bonus Deferral Credits that were credited on or after January 1, 2005 or that were credited before January 1, 2005 under the Plan but that were not yet vested on December 31, 2004 (and deemed earnings and losses thereon) are governed by the terms of the Plan as amended and restated as of January 1, 2005, which terms have been incorporated into this amended and restated Plan.

Effective as of March 1, 2013 (the “Restatement Date”), all Elective Incentive Pay Credits (and all deemed earnings and losses thereon) that were considered Grandfathered Accounts as of immediately prior to the Restatement Date and as to which payment has not yet commenced or been made as of the Restatement Date, (the “Specified Elective Accounts”) shall, as of the Restatement Date, cease to be considered Grandfathered Accounts subject to the terms and conditions of the Plan as in effect on December 31, 2004, and instead, such Specified Elective Accounts shall be governed by the terms of this amended and restated Plan.

2. Definitions

2.01. “Account” means the bookkeeping account maintained for a Participant to record his or her Account Credits, together with deemed earnings and losses thereon. A Participant’s Account shall consist of his or her Retirement Account and/or one or more Specific-Year Accounts, and includes all types of accounts permitted under this Plan. Each such portion of a Participant’s Account shall be further subdivided into a Deemed Investment Account and an Interest Credit Account. Subaccounts shall also be maintained within each Account to the extent necessary (i) to implement the vesting provisions of Section 7, and (ii) to reflect the portions of the Deemed Investment Account that are deemed invested in the respective investment funds available under the Plan.

2.02. “Account Credits” means a Participant’s Bonus Deferral Credits and Elective Incentive Pay Credits.

2.03. “Active Specific-Year Account” means a Specific-Year Account that has not become a Frozen Specific-Year Account.

2.04. “Administrator” means the committee appointed by the Board to administer the Plan, or if no such committee is appointed, the Board shall serve as Administrator.

2.05. “Affiliate” means each of the following: (a) any subsidiary within the meaning of Section 424(f) of the Code; (b) any parent within the meaning of Section 424(e) of the Code; (c) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; (d) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee.

2.06 “Beneficiary” means any person so designated in accordance with Section 10. References in the Plan to a Participant shall be deemed a reference to a Beneficiary where the context so requires.

2.07. “Board” means the Board of Directors of the Company.

2.08. “Bonus” means the Asset Bonus and/or Longevity Bonus under the Financial Advisor Compensation Program credited to the Participant’s Account pursuant to Section 6.01.

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2.09 “Bonus Deferral Credit” means the portion of the Bonus that the Administrator may designate from time to time, which are automatically credited to a Participant’s Account pursuant to Section 6.01 and deferred under the Plan.

2.10. “Cause” means misconduct in respect of an Employee’s duties to the Company, including, but not limited to, the Employee’s dishonesty, disloyalty, insubordination, unsatisfactory performance or attendance, or failure to follow policies, rules, or procedures of the Company, as determined by the Administrator in its sole discretion.

2.11. “Change in Control” means a transaction or series of transactions (whether by way of merger, consolidation, sale of stock, recapitalization, or otherwise) as a result of which any Person acquires ultimate beneficial ownership of more than 50% of the voting power of Oppenheimer’s outstanding voting stock or more than 50% of the voting power of the Company’s outstanding voting stock. For purposes of this definition, “Person” has the meaning ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of 1934 and as used in Sections 13(d) and 14(d) thereof, including “group” as defined in Section 13(d) thereof. Notwithstanding the foregoing, (i) “Person” excludes Oppenheimer, the Company, any subsidiary of the foregoing, any employee benefit plan sponsored or maintained by Oppenheimer, the Company, or any subsidiary (including any trustee of any such plan acting in his or her capacity as trustee), and (ii) acquisition by merger or consolidation does not include where the voting interests in Oppenheimer or the Company outstanding immediately prior to the transaction continue to represent more than 50% of the combined voting power of the voting interests in the surviving entity immediately after such merger or consolidation.

2.12. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.13. “Commencement Year” means the Plan Year designated in a Specific-Year Election for the payment or commencement of benefits.

2.14. “Company” means Oppenheimer & Co. Inc. and any successor thereto.

2.15. “Deemed Investment Account” means the portion of a Participant’s Account that is subject to a Participant’s Deemed Investment Choices under Section 5.

2.16. “Deemed Investment Choices” means a Participant’s election under Section 5 of the investment fund or funds used to measure the investment performance of the Participant’s Deemed Investment Account.

2.17. “Designation Date” means the first business day of a calendar quarter.

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2.18. “Disability” means (i) any permanent physical or mental incapacity or disability rendering a Participant unable or unfit to perform effectively the duties and obligations of the Participant’s employment, or (ii) any illness, accident, injury, physical or mental incapacity, or other disability, which condition is expected to be permanent or long-lasting and has rendered the Participant unable or unfit to perform effectively the duties and obligations of the Participant’s employment for a period of at least 90 days in any 12 consecutive month period, in either case as determined by the Administrator in its sole discretion. Notwithstanding the foregoing, with respect to any portion of the Participant’s Account that is subject to Section 409A, “Disability” occurs if as a result of physical or mental impairment that can result in death or last a year or more: (i) the Participant is unable to engage in any substantial gainful activity, or (ii) the Participant is receiving income replacement benefits from insurance for three months or more.

2.19. “Distribution Election” means a Participant’s election pursuant to Section 8A with respect to the timing and form of distribution of the Participant’s Account.

2.20. Elective Incentive Pay Credits” means amounts credited to a Participant’s Account pursuant to Section 6.02 with respect to the Participant’s Incentive Pay and deferred under the Plan.

2.21. “Eligible Employee” has the meaning ascribed thereto in Section 3.

2.22. “Employee” means a common law employee of the Company.

2.23. “Financial Advisor Compensation Program” means the Oppenheimer & Co. Inc. Financial Advisor Compensation Program (formerly known as the Retail Consultant Plan).

2.24. “Frozen Specific-Year Account” means the Elective Incentive Pay Credits in a Specific-Year Account to which no further Elective Incentive Pay Credits may be added. A Specific-Year Account shall become a Frozen Specific-Year Account on the March 1 preceding the Commencement Year for such Elective Incentive Pay Credits, and shall continue to constitute a Frozen Specific-Year Account until the entire balance of such Specific Year Account has been distributed. The balance in a Frozen Specific-Year Account shall continue to be credited with interest and earnings in accordance with Sections 4.02 and 4.03 until the entire Specific-Year Account is distributed.

2.25. “Incentive Pay” means such forms of incentive compensation (other than an Asset Bonus or Longevity Bonus under the Financial Advisor Compensation Program) as the Administrator may designate from time to time as eligible for an Incentive Pay Deferral Election hereunder.

2.26. “Incentive Pay Deferral Election” means a Participant’s election pursuant to Section 8 or Section 8A, as applicable, to defer the payment of all or a portion of such Participant’s Incentive Pay.

2.27. “Interest Credit Account” means the portion of a Participant’s Account to which interest credits are added in accordance with Section 4.03.

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2.28. “Oppenheimer” means Oppenheimer Holdings Inc.

2.29. “Participant” means an Eligible Employee who has an Account balance under the Plan and whose Account has not been fully distributed.

2.30. “Performance Year” means the calendar year on the basis of which a bonus or other incentive compensation is determined, as determined by the Administrator in its sole discretion.

2.31. “Plan” means this Oppenheimer & Co. Inc. Executive Deferred Compensation Plan, as amended from time to time. Prior to January 1, 2005, the Plan was referred to as the Fahnestock & Co. Executive Deferred Compensation Plan.

2.32. “Plan Year” means the calendar year.

2.33. “Probation Period” has the meaning ascribed thereto in Section 7.04.

2.34. “Quarterly Date” means the last day of a calendar quarter.

2.35. “Retirement” means a Participant’s voluntary or involuntary termination of employment, which is also a “separation from service” under Section 409A, other than a termination for Cause or by reason of death or Disability, if at the time of such termination the Participant represents in writing to the Administrator that he or she does not intend to return to the workforce on a substantially full-time basis, or the Administrator otherwise determines in its sole discretion that the circumstances of the Participant’s termination makes such a return to the workforce unlikely. The unvested portion of a Participant’s Account at Retirement shall vest only at the end of the Probation Period, and only to the extent provided in Section 7.04.

2.36. “Retirement Account” means, the portion of a Participant’s Account to which a Participant’s Retirement Election applies as contemplated under Section 8 or Section 8A, as applicable. Notwithstanding, the foregoing, effective January 1, 2009, no future Bonus Deferral Credits shall be credited to the Retirement Account.

2.37. “Retirement Election” means an election pursuant to Section 8.04 or Section 8A.02, as applicable, with respect to the distribution of a portion of the Participant’s Account upon his or her Retirement. Notwithstanding, the foregoing, effective January 1, 2009, future Bonus Deferral Credits shall not be eligible for distribution upon a Participant’s Retirement.

2.38. “Retirement/Specific Year Election” means a Participant’s election pursuant to Section 8.01 with respect to the respective percentages of future Account credits that are to be allocated to his or her Retirement Account and Specific Year Account.

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2.39 “Scheduled Distribution Date” for a Plan Year means the date occuring within the period starting January 1st and ending on the last day in February of such Plan Year as selected by the Administrator for the distribution of lump-sum and installment payments payable in such Plan Year pursuant to Participants’ Specific-Year Elections, Retirement Elections, and/or Distribution Elections, as applicable, provided that the payments to be distributed are from a vested Account.

2.40. “Specific-Year Account” means the portion of a Participant’s Account to which a Participant’s Specific-Year Election applies as contemplated under Section 8 or Section 8A, as applicable.

2.41. “Specific-Year Election” means a Participant’s election pursuant to Section 8.03 or Section 8A.02, as applicable, with respect to the distribution of a portion of the Participant’s Account on a specified date.

2.42. “Unforeseeable Emergency” has the meaning ascribed thereto in Section 12.03.

2.43 “Valuation Date” means January 1 and the last day of each calendar quarter of any Plan Year, and any other day that the Administrator, in its sole discretion, designates as a Valuation Date.

2.44. “Vested Account” means the vested portion of a Participant’s Account.

2.45. “Vested Retirement Account” means the vested portion of a Participant’s Retirement Account.

2.46. “Vested Specific-Year Account” means the vested portion of a Participant’s Specific-Year Account.

3. Participation.

Any Eligible Employee shall be eligible to participate in the Plan. An Employee shall be an “Eligible Employee” with respect to a Plan Year if (i) either (A) he or she has been designated to be eligible for an Asset Bonus or a Longevity Bonus under the Financial Advisor Compensation Program on account of a Performance Year in which such Employee also generates gross commissions of at least $250,000, or (B) he or she has been designated by the Administrator as eligible to make an Incentive Pay Deferral Election under Section 6.02, and (ii) he or she has filed an enrollment form on such form as is designated by the Administrator. Participation in the Plan shall terminate when all amounts credited to a Participant’s Account have been distributed and/or forfeited.

4. Accounts.

4.01. Maintenance of Accounts. The Administrator shall maintain records showing the individual balances in each Retirement Account and Specific-Year Account, and any subaccounts of the foregoing.

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4.02. Crediting of Investment Return for Deemed Investment Account. As of any Valuation Date, each Participant’s Deemed Investment Account shall, under such procedures as the Administrator shall establish, be credited or debited with the Participant’s allocable share of any increase or decrease in the realizable net asset value or credited earnings, as applicable, of the respective deemed investment funds. Such allocable share shall be based on the ratio that the portion of such Participant’s Deemed Investment Account that is deemed, pursuant to such Participant’s Deemed Investment Choices, to be invested in an investment fund bears to the aggregate of all amounts deemed to be invested in such investment fund.

4.03. Crediting of Interest on Interest Credit Account. As of any Valuation Date, each Participant’s Interest Credit Account shall be credited with interest at such rate as the Administrator may establish from time to time in its sole discretion. The Administrator may change such rate in its sole discretion as of the first day of any calendar quarter.

4.04. Accounting for Distributions. As of the date of any distribution to a Participant, the amount of such distribution shall be charged ratably to the Deemed Investment Account and Interest Credit Account components of the Participant’s Retirement Account or Specific-Year Account, as applicable.

4.05. Segregation of Retirement and Specific-Year Accounts. In the event that either (i) a Retirement Account and one or more Specific-Year Accounts, or (ii) two or more Specific-Year Accounts are maintained for a Participant, each such component Account (a) shall be treated as a separate Account for purposes of applying the provisions of this Section 4, and (b) shall be the subject of separate Deemed Investment Choices.

5. Deemed Investment Account

5.01. Filing of Deemed Investment Choices. Subject to such limitations as may from time to time be imposed by the Administrator, prior to the commencement of his or her participation in the Plan and prior to any Designation Date each Participant may specify Deemed Investment Choices, on such form as the Administrator shall prescribe, which shall designate from among the deemed investment funds available for selection under the Plan from time to time the deemed investment fund or funds which shall be used to measure the deemed investment performance of the Participant’s Deemed Investment Account. Such direction shall designate the percentage (in whole percent multiples) of each portion of the Participant’s Deemed Investment Account that is requested to be deemed invested in such respective funds, and shall be effective as of the next Designation Date.

5.02. Change in Deemed Investment Choices. A Participant’s Deemed Investment Choices shall remain in effect until the first Designation Date after the Participant files new Deemed Investment Choices, at which time the Participant’s Deemed Investment Account and/or future Account Credits shall be reallocated among the designated deemed investment funds according to the percentages specified in the new Deemed Investment Choices.

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5.03. Deficient Deemed Investment Choices. If the Administrator receives an initial or revised specification of Deemed Investment Choices that it deems to be incomplete, unclear, or improper, the Participant’s Deemed Investment Choices then in effect shall remain in effect (or, in the case of a deficiency in the Participant’s initial Deemed Investment Choices, the Participant shall be deemed to have filed no Deemed Investment Choices) until the next Designation Date, unless the Administrator permits the application of corrective action prior thereto.

5.04. Default Direction. If the Administrator possesses at any time directions as to the deemed investment of less than all of the Participant’s Deemed Investment Account, the Participant shall be deemed to have directed that the undesignated portion of the Deemed Investment Account be invested in a fund made available under the Plan as determined by the Administrator in its sole discretion.

5.05. Indemnity. Each Participant, as a condition to his or her participation hereunder, agrees to indemnify and hold harmless the Company and its agents and representatives from any losses or damages of any kind relating to the deemed investment of the Participant’s Deemed Investment Account.

6. Account Credits

6.01. Bonus Deferral Credits. For each Plan Year, the Company shall credit to a Participant’s Account a Bonus Deferral Credit equal to the sum of the Participant’s Asset Bonus and Longevity Bonus under the Financial Advisors Compensation Program on account of the immediately preceding Performance Year. The Bonus Deferral Credit shall be automatically credited to a Participant’s Account as of the February 1 immediately following the end of the Performance Year, and the amount of such Bonus Deferral Credit shall be allocated 60% to the Participant’s Deemed Investment Account and 40% to the Participant’s Interest Credit Account.

6.02. Elective Incentive Pay Credits. The Administrator may, in its sole discretion, designate certain select Employees as being eligible to make an Incentive Pay Deferral Election. An Eligible Employee described in the preceding sentence may elect to defer all or a portion of his or her Incentive Pay payable on account of a Performance Year by making an Incentive Pay Deferral Election prior to the Performance Year under Section 8A. Any Elective Incentive Pay Credit pursuant to an Incentive Pay Deferral Election shall be credited, as of the February 1 following the end of the Performance Year, 60% to the Participant’s Deemed Investment Account and 40% to the Participant’s Interest Credit Account.

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7. Vesting

7.01. Vesting of Subaccounts.

(a) Except as otherwise provided in subsection (b), the subaccount to which a Participant’s Bonus Deferral Credits with respect to a Performance Year are credited shall vest on the December 31 of the fifth year following such Performance Year, provided the Participant has been continuously employed by the Company or Affiliate through such vesting date.

(b) If a Participant has attained age 63, (i) the subaccount to which the Participant’s Bonus Deferral Credits are credited on or after attaining age 63 shall be fully vested on the December 31 of the second year following the Performance Year in which such Participant attains age 63, provided the Participant has been continuously employed by the Company through such vesting date, and (ii) the subaccount to which the Participant’s Bonus Deferral Credits were credited prior to attaining age 63 shall vest on the earlier of (x) the normal vesting date specified in clause (a) above, or (y) the December 31 of the second year following the Performance Year in which such Participant attains age 63, provided the Participant has been continuously employed by the Company or an Affiliate through such vesting date.

(c) The Subaccount to which a Participant’s Incentive Pay Deferral Elections are credited shall be fully vested at all times.

7.02. Forfeiture Upon Termination of Employment. Except as otherwise provided in this Section 7, upon a Participant’s termination of employment for any reason, the unvested portion of his or her Account shall be forfeited.

7.03. Death or Disability. In the event of a Participant’s termination of employment by reason of death or Disability, the entire balance in his or her Account shall become fully vested on such termination.

7.04. Retirement. In the event of a Participant’s termination of employment by reason of Retirement, the unvested portion of his or her Account at the time of such Retirement shall not be immediately forfeited or vested but, (i) shall be forfeited if the Participant becomes employed or self-employed on a substantially full-time basis at any time during the 24-month period commencing on the date of such Retirement (the “Probation Period”), and (ii) shall become fully vested at the end of the Probation Period (or earlier date of the Participant’s death) if not previously forfeited pursuant to clause (i).

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8. Distribution Elections (Grandfathered Accounts). The provisions of this Section 8 apply to the Grandfathered Accounts only. The provisions of Section 8A apply to the Accounts that are not Grandfathered Accounts. The provisions of Section 8B apply to Specified Elective Accounts from and after the Restatement Date.

8.01. Retirement/Specific-Year Allocation Election.

(a) A Participant may file at any time during a Plan Year a Retirement/Specific-Year Allocation Election, on such form as the Administrator shall prescribe, to designate the respective percentages of future Account Credits added to the Participant’s Account in that Plan Year or subsequent Plan Years that are to be allocated to the Participant’s Retirement Account and Specific-Year Account.

(b) A Participant may prospectively change his or her Retirement/Specific-Year Allocation Election at any time by filing a new election in accordance with subsection (a).

8.02. Allocation of Account Credits in Accordance With Election. All Account Credits credited to a Participant’s Account during the period of effectiveness of a Participant’s Retirement/Specific-Year Allocation Election shall be allocated to the Participant’s Active Specific-Year Account to the extent of the percentage provided in such election, and the remaining portion of any such Account Credits shall be allocated to the Participant’s Retirement Account. Notwithstanding the foregoing, in the event that the Participant either has no Retirement/Specific-Year Allocation Election in effect or has no Active Specific-Year Account at the time such allocation is to be made, 100% of the Participant’s Account Credits shall be allocated to his or her Retirement Account.

8.03. Specific-Year Election.

(a) A Participant may at any time file a Specific-Year Election with the Administrator on such form as the Administrator shall prescribe specifying (i) whether the Participant’s Specific-Year Account is to be paid in a lump sum or in substantially equal annual installments, (ii) the specific year prior to Retirement in which such lump-sum payment is to be made or such installments are to commence, (iii) if installments are elected, the number of such installments (which shall not exceed 15). The Plan Year in which such election is made must precede by at least two Plan Years (one Plan Year if the election is made in January) the Commencement Year designated in such Specific-Year Election. The Commencement Year must not be earlier than the first year in which a Participant is scheduled to become partially vested in his or her Specific-Year Account.

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(b) A Participant’s Specific-Year Election may be changed at any time during a Plan Year, but only if such Plan Year precedes by at least two Plan Years (one Plan Year if the change is made in January) both (i) the Commencement Year designated in the original Specific-Year Election and (ii) the Commencement Year designated in the revised Specific-Year Election. A Participant shall not be permitted to change a Specific-Year Election with respect to a given Specific-Year Account more than once.

8.04. Retirement Election.

(a) Prior to his or her commencement of participation, each Eligible Employee shall file a Retirement Election with the Administrator on such form as the Administrator shall prescribe specifying (i) whether the Participant’s Vested Retirement Account is to be paid in a lump sum or in substantially equal annual installments, and (ii) if installments are elected, the number of such installments (which shall not exceed 15).

(b) A Participant’s Retirement Election may be changed at any time; provided, however that (i) such change shall be effective only if made no later than the January 31 of the Plan Year in which the Participant retires, and (ii) a Participant shall not be permitted to change a Retirement Election more than once.

8A. Deferral and Distribution Elections (Non-Grandfathered Accounts). The provisions of this Section 8A apply only to the Accounts (and deemed earnings and losses thereon) that are not Grandfathered Accounts or Specified Elective Accounts.

8A.01. Initial Deferral Election (Incentive Pay).

(a) With respect to Elective Incentive Pay Credits, a Participant must file an Incentive Pay Deferral Election prior to December 31 of the calendar year preceding the Performance Year in respect of which the Participant’s Incentive Pay is earned (or not later than 30 calendar days after the date the Participant is first eligible to participate in the Plan, as applicable).

(b) An Incentive Pay Deferral Election applies only to the Participant’s Incentive Pay for the Performance Year (or Performance Years) to which such election relates, and may apply to multiple Performance Years to the extent permitted by the Administrator.

(c) All Incentive Pay Deferral Elections shall be made on such form as the Administrator shall designate, including electronic format, which shall specify, with regard to the applicable Performance Year, the following: (i) the portion of the Participant’s Incentive Pay for the applicable Performance Year which the Participant elects to defer hereunder, and (ii) the payment date and deferral period, as described in Section 8A.02 below.

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(d) An Incentive Pay Deferral Election must be submitted to the Administrator on a timely basis in order to be given effect. Once a Participant has submitted an Incentive Pay Deferral Election, the Participant may only revoke or change that deferral election if the Participant notifies the Administrator in writing of the revocation or change prior to the filing deadline specified in clause (a) above.

8A.02. Payment Date Incentive Pay Elections and Bonus Default.

(a) With respect to Elective Incentive Pay Credits, a Participant must file an initial Distribution Election on or prior to December 31 of the calendar year preceding the Performance Year in respect of which the Participant’s Incentive Pay is earned (or not later than 30 calendar days after the date the Participant is first eligible to participate under the Plan, as applicable).

Effective January 1, 2009, with respect to Bonus Deferral Credits (which are automatically granted), a Participant shall not be entitled to file a Distribution Election, but rather the Company shall notify the Participant that he or she is eligible to receive the Bonus Deferral Credits credited to his or her Account, in the first 30 days of the calendar year following the calendar year to which the Bonus relates and shall be distributed in a lump sum on the Scheduled Distribution Date following vesting of the Bonus Deferral Credits pursuant to Section 7 of this Plan, unless subject to a subsequent deferral election applicable to Specific Year Accounts under Section 8A.03, provided that the distribution shall be made solely in a lump sum. For the avoidance of doubt, such Bonus shall be subject to the terms and conditions of the Financial Advisor Compensation Program, and each Participant shall have no legally binding right to any payment thereunder unless and until the Company decides to credit Bonus Deferral Credits to the Participant’s Account. Prior to January 1, 2009, a Participant was entitled to file a Distribution Election with respect to Bonus Deferral Credits.

(b) A Distribution Election applies only to the Participant’s Incentive Pay Credits or pre–January 1, 2009 Bonus Deferral Credits for the Performance Year (or Performance Years) to which such election relates, and the Participant shall provide a new Distribution Election for each Performance Year.

(c) All Distribution Elections shall be made on such form as the Administrator shall designate, including electronic forms, which shall specify, with regard to the applicable Performance Year(s), the following: (i) the portion of the Participant’s Bonus Deferral Credits made prior to January 1, 2009 and/or Elective Incentive Pay Credits, as applicable, that the Participant elects to receive on the Participant’s Retirement, which shall be allocated to the Participant’s Retirement Account (the “Retirement Election”), and (ii) the portion of the Participant’s Bonus Deferral Credits and/or Elective Incentive Pay Credits, as applicable, that the Participant elects to receive on a specified date, which shall be allocated to the Participant’s Specific-Year Account (the “Specific-Year Election”).

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(d) Solely with respect to Elective Incentive Pay Credits and pre – January 1, 2009 Bonus Deferral Credits and which shall occur with respect to the Participant’s Specific Year Election, the Distribution Election shall also specify at the time of such election (i) whether the Vested Specific-Year Account is to be paid in a lump sum or substantially equal annual installments (which must be at least one full Plan Year following the date such election is filed) (ii) the specific year in which such lump-sum payment is to be made or such installments are to commence, and (iii) if installments are elected, the number of such installments (which shall not exceed 15). In the event that the Participant has not specified the form of payment with respect to any Vested Specific Year Account, such Vested Specific-Year Account shall be paid in a lump-sum on the Scheduled Distribution Date pursuant to the Specific-Year Election.

(e) With respect to the Participant’s Retirement Election, the Distribution Election shall also specify at the time of such election (i) whether the Participant’s Vested Retirement Account is to be paid in a lump sum or in substantially equal annual installments, and (ii) if installments are elected, the number of such installments (which shall not exceed 15). In the event the Participant has not specified the form of payment with respect to any Vested Retirement Account, such Vested Retirement Account shall be paid in a lump-sum on the Scheduled Distribution Date pursuant to the Retirement Election.

(f) A Distribution Election must be submitted to the Administrator on a timely basis in order to be given effect. Once a Participant has submitted a Distribution Election, the Participant may only revoke or change that election if the Participant notifies the Administrator in writing of the revocation or change prior to the filing deadline specified in clause (a) above.

8A.03. Subsequent Deferral Elections for Specific-Year Accounts. The extent permitted by the Administrator and in accordance with its procedures, a Participant may elect to extend the Commencement Year with respect to amounts covered by a Specific-Year Election both with respect to Incentive Pay Credits and Bonus Deferral Credits (regardless of whether pre- or post- January 1, 2009), and thereby defer payment of the corresponding portion of the Participant’s Specific-Year Account (including deemed earnings and losses thereon), provided that: (i) the Participant’s subsequent deferral election may not be effective until 12 months after the date the subsequent deferral election is made; (ii) the subsequent deferral election must be made at least 12 months prior to the date the payment would otherwise be made (or, in the case of installment payments, the date the first amount was scheduled to be made); and (iii) the payment is delayed by at least five years from the original payment date (or, in the case of installment payments, the date the first amount was scheduled to be made). This paragraph shall not apply with respect to any portion of the Participant’s Frozen Specific-Year Account.

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8A.04. Change in Form of Payment. Solely with respect to Elective Incentive Pay Credits, to the extent permitted by the Administrator and in accordance with its procedures, a Participant may elect to change the form of payment with respect to amounts covered by a Specific-Year Election or Retirement Election, as applicable, provided that: (i) the Participant’s election may not be effective until 12 months after the date such election is made; (ii) the election must be made at least 12 months prior to the date the payment would otherwise be made (or, in the case of installment payments, the date the first amount was scheduled to be made); and (iii) with respect to Specific-Year Elections, the payment is delayed by at least five years from the original payment date (or in the case of installment payments, the date the first amount was scheduled to be made). This paragraph shall not apply with respect to any portion of the Participant’s Frozen Specific-Year Account.

8B. Distribution Elections and Distributions with Respect to Specified Elective Accounts. The provisions of this Section 8B apply only to the Accounts (and deemed earnings and losses thereon) that are Specified Elective Accounts, effective as of the Restatement Date.

8B.01. Specified Elective Account Distribution Election. Notwithstanding any Specific-Year Election or Retirement Election or any provision of the Plan in effect prior to the Effective Date, effective as of the Restatement Date, a Participant’s Specified Elective Accounts shall be paid in ten (10) annual installments commencing on the Scheduled Distribution Date that occurs in the Plan Year immediately following the Plan Year in which the earliest of the following events occurs:

(a) the Participant’s Retirement;

(b) the Participant’s Disability;

(c) the Participant’s termination of employment (which is also a “separation from service” under Section 409A) for any reason other than Retirement, death, or Disability; or

(d) the Participant’s attainment of age 70 while employed;

provided, that upon the Participant’s death, the Participant’s Specified Elective Accounts shall be paid to the Beneficiary of the Participant in a lump sum payment as soon as practicable (and in no event later than 70 days following) the Participant’s death.

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8B.02. Change in Time and Form of Payment of Specified Elective Account. To the extent permitted by the Administrator and in accordance with its procedures, a Participant may elect to change the time and form of payment of the Participant’s Specified Elective Accounts, provided that: (i) the Participant’s election may not be effective until 12 months after the date such election is made; (ii) in the case of a payment at a specified time or pursuant to a fixed schedule, the election must be made at least 12 months prior to the date the payment would otherwise be made (or, in the case of installment payments, the date the first amount was scheduled to be made); and (iii) in the case of a payment not on account of the Participant’s death or Disability or on account of the occurrence of an Unforeseeable Emergency, the payment is delayed by at least five years from the original payment date (or in the case of installment payments, the date the first amount was scheduled to be made).

8B.03 Distributions of Specified Elective Accounts. Except as otherwise provided in Section 8B.03(b), this Section 8B.03 (and not Section 9) shall apply to distributions of Specified Elective Accounts notwithstanding anything in Section 9 to the contrary.

(a) The Participant’s Specified Elective Accounts shall be distributed in accordance with the provisions of Section 8B.01, except as may be modified in accordance with (and only as permitted and effective under) Section 8B.02.

Notwithstanding the foregoing, if the Participant is deemed on the date of his “separation from service” to be a “specified employee” within the meaning of that term under Section 409A, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A (after taking into account all applicable exclusions and exemptions) and that is payable on account of the Participant’s “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Participant’s “separation from service” , and (ii) the date of the Participant’s death (the “Delayed Payment Date”, and the period from the date of termination through Delayed Payment Date, the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Participant in a lump sum, and any remaining payments shall be paid or provided in accordance with the normal payment dates specified for them herein.

(b) For purposes of determining the amount of a distribution made on a Scheduled Distribution Date, a Participant’s Specified Elective Accounts shall be valued in accordance with the provisions of Section 9.01.

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9. Distributions

Except as otherwise provided in Section 8B with respect to Specified Elective Accounts:

9.01. Valuation of Accounts.

(a) For purposes of determining the amount of a distribution made on a Scheduled Distribution Date, a Participant’s Account shall be valued as of the January 1 Valuation Date immediately preceding such Scheduled Distribution Date.

(b) For purposes of determining the amount of a distribution made on a date other than a Scheduled Distribution Date, a Participant’s Account shall be valued as of the last Quarterly Date preceding the date of the distribution. In the event that a distribution would otherwise be made on a date that is more than 60 days after the most recent Quarterly Date, the distribution shall be postponed until after the next Quarterly Date.

9.02. Specific-Year Distribution.

(a) Except as otherwise provided in this Section 9, a Participant’s Specific-Year Account shall be distributed at the time and in the manner specified in his or her Specific-Year Election.

(b) In no event may the amount distributed to a Participant pursuant to a Specific-Year Account Election exceed the amount of his or her Vested Specific-Year Account. Any amount that is prevented from being distributed pursuant to this limitation shall be retained in the Specific-Year Account.

(c) If, as a result of the limitation in Section 9.02(b), an amount remains in a Participant’s Specific-Year Account after the last scheduled installment has been distributed, such amount shall be distributed to the Participant if and to the extent it becomes vested on the next Scheduled Distribution Date.

9.03. Distribution Upon Retirement (and Six Month Delay for Specified Employees).

(a) Following a Participant’s Retirement, the balance in his or her Vested Retirement Account shall be distributed in accordance with his or her Retirement Election. A lump-sum payment shall be made, and an installment distribution shall commence, on the Scheduled Distribution Date that occurs in the Plan Year immediately following the Plan Year in which the Participant terminates employment by reason of Retirement.

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If a Participant is deemed to be a “specified employee” within the meaning of Section 409A at the time of such Participant’s Retirement, then, to the extent necessary to comply with Section 409A with respect to his or her Vested Retirement Account, distributions of such amount shall not be paid (or commence) earlier than the date that is at least six months following the date of such specified employee’s “separation from service” (as defined in Section 409A). If applicable, in the case of a lump sum, such amount shall be paid on the first day of the seventh month following the Retirement. If applicable, in the case of installment payments, any installment that the Participant would have otherwise received hereunder during such six month period shall be accumulated and paid on the first day of the seventh month following the Participant’s Retirement.

(b) If, at the time of a Participant’s Retirement, distributions of his or her Vested Specific-Year Account have commenced pursuant to a Specific-Year Election, any remaining installments shall be paid in accordance with such Specific-Year Election.

(c) If, at the time of a Participant’s Retirement, payments pursuant to a Specific-Year Election have not commenced, notwithstanding any provision to the contrary herein, the Participant’s Specific-Year Election shall be of no further effect and the Participant’s Specific-Year Account shall be distributed in the same manner as his or her Retirement Account pursuant to Sections 9.03(a) and 9.04.

9.04. Post-Retirement Probation Period. If, following a Participant’s Retirement, the unvested portions of his or her Retirement Account and (if applicable) Specific-Year Account become vested in accordance with Section 7.04 at the end of the Participant’s Probation Period, such portions shall be payable as provided in this Section 9.04.

(a) If, at the end of the Probation Period, one or more payment dates remain pursuant to the Participant’s Retirement Election and/or Specific-Year Election, the newly vested portions of the Participant’s Retirement Account and Specific-Year Account shall be distributed ratably with the remainder of the Participant’s Retirement Account and Specific-Year Account, respectively, in accordance with such election.

(b) If, prior to the end of the Probation Period, all other amounts in the Participant’s Retirement Account and/or Specific-Year Account had been distributed, the newly vested amount in the Participant’s Retirement Account and/or Specific-Year Account shall be distributed in a lump sum on the first Scheduled Distribution Date following the end of the Probation Period.

9.05. Distribution Following Death or Disability. In the event of a Participant’s termination of employment by reason of the Participant’s death or Disability, then notwithstanding the Participant’s Retirement Election and any Specific-Year Elections the balance in his or her Account shall be distributed to the Participant (or, in the event of the Participant’s death, to his or her Beneficiary) as soon as practicable and in no event later than 70 days following such event.

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9.06. Distribution Following Termination for Other Reasons. In the event of a Participant’s termination of employment (which is also a “separation from service” under Section 409A) for any reason other than Retirement, death, or Disability, then notwithstanding the Participant’s Retirement Election and any Specific-Year Elections the balance in the Participant’s Vested Account shall be paid to him or her in a lump sum as soon as practicable following such termination but in no event later than 70 days following such termination.

Notwithstanding the foregoing, if required under Section 409A due to the fact that the Participant is a “specified employee” under Section 409A and the amount payable is considered “deferred compensation” of a type requiring a six-month delay under Section 409A, the amount payable shall be subject to a six-month delay in payment, and shall be paid on the first day of the seventh month following the termination of employment.

10. Beneficiary Designation

10.01. A Participant may from time to time designate one or more Beneficiaries to receive such benefits as may be payable under the Plan on or after the Participant’s death on such form as the Administrator shall prescribe. Any such designation will be effective only if properly filed with the Administrator during the Participant’s lifetime, and shall revoke all prior designations by the Participant.

10.02. To the extent permitted by Section 409A, if at the time a benefit payment is due following a Participant’s death there is no living Beneficiary validly named by the Participant, the Company shall pay any such benefit payment in order of priority to (i) the Participant’s spouse, (ii) the Participant’s then living descendants, if any, per stirpes, or (iii) the Participant’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Administrator may rely conclusively upon information supplied by the Participant’s personal representative, executor, or administrator. If a question arises as to the existence or identity of anyone entitled to receive a benefit payment, or if a dispute arises with respect to any such payment, the Administrator may, in its sole discretion, distribute such payment to the Participant’s estate without liability for any tax or other consequences that might flow therefrom or may take such other action as it deems appropriate.

11. Change in Control

11.01. The Administrator may take such actions in anticipation of a Change in Control as it deems appropriate to ensure the security of Participants’ benefit entitlements with respect to their Vested Accounts.

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11.02. In the event of the occurrence of a Change in Control, the Company shall, prior to such Change in Control or within 30 days thereafter, contribute to a “rabbi trust” assets having a fair market value at least equal to the sum of the Vested Account balances of the Participants in the Plan at such time. Under the terms of the trust agreement establishing such rabbi trust, assets of the rabbi trust shall be available only to pay benefits under the Plan except in the event of the Company’s bankruptcy or insolvency (or under such other limited circumstances as may be required to enable the Plan to continue to be treated as “unfunded” for Federal income tax and ERISA purposes).

12. Distribution on Unforeseeable Emergency:

12.01. Unforeseeable Emergencies. In the event of a Participant’s Unforeseeable Emergency (as defined below), such Participant may request a distribution from his or her Vested Account. Any such request shall be subject to the approval of the Administrator, which approval (a) shall only be granted to the extent reasonably needed to satisfy the need created by the Unforeseeable Emergency (which will take into account any additional compensation available due to cancellation of deferral elections hereunder), plus an amount necessary to pay taxes reasonably anticipated as a result of the distribution, and (b) shall not be granted to the extent that such need may be relieved (i) through reimbursement or compensation by insurance or otherwise (ii) by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or (iii) by cessation of deferrals under the Plan. Any such request must be accompanied or supplemented by such written documentation supporting the request as the Administrator may require. An unforeseeable emergency withdrawal pursuant to this Section 12.01 shall be taken first from the Participant’s Vested Retirement Account to the extent thereof and then from the Participant’s Vested Specific-Year Account.

12.02. Ineligibility to Make Incentive Pay Deferral Election. Any Participant who receives a distribution pursuant to Section 12.01 shall be ineligible to make an Incentive Pay Deferral Election with respect to any Incentive Pay to which the Participant becomes entitled on account of the Performance Year during which such distribution is paid.

12.03. Unforeseeable Emergency. An “Unforeseeable Emergency” means severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or his or her dependent, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control. Examples of circumstances not qualifying as an Unforeseeable Emergency include the need to send a Participant’s child to college and the desire to purchase a home.

-19-

13. Administration

The Administrator shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan, including without limitation the power to delegate specific responsibilities for the operation and administration of the Plan to employees or agents. The Administrator shall have the full discretionary authority to interpret the Plan and shall determine all questions arising in the administration, interpretation, and application of the Plan, including but not limited to questions of eligibility and the status and rights of Employees, Participants, and other persons. Benefits shall be paid under the Plan only if the Administrator in its sole discretion determines that the applicant is entitled to them. Any such determination by the Committee shall be conclusive and binding on all persons.

14. General Provisions

14.01. No Contract of Employment. The establishment of the Plan shall not be construed as conferring any legal rights upon any employee or Participant for a continuation of employment, nor shall it interfere with the rights of the Company to discharge any employee or Participant and to treat such person without regard to the effect which such treatment might have upon such person as a Participant in the Plan.

14.02. Withholding. As a condition to a Participant’s entitlement to benefits hereunder, the Company shall have the right to deduct from any amounts otherwise payable to a Participant, whether pursuant to the Plan or otherwise, or otherwise to collect from the Participant, any required withholding taxes with respect to benefits under the Plan.

14.03. Participant Elections. Any elections or designations by the Participant under this Plan shall be made in such manner and under such procedures, including by electronic means, as the Administrator may prescribe from time to time.

14.04. Non-Assignability of Benefits. Subject to any applicable law, no benefit under the Plan shall be subject in any manner to, nor shall the Administrator be obligated to recognize, any purported anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall in any manner be liable for or subject to garnishment, attachment, execution, or a levy, or liable for or subject to the debts, contracts, liabilities, engagements, or torts of the Participant.

14.05. Incapacity of Recipient. If any person entitled to a distribution under the Plan is deemed by the Administrator to be incapable of personally receiving and giving a valid receipt for such payment, then unless and until claims therefore shall have been made by a duly appointed guardian or other legal representative of such person, the Administrator may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Administrator, the Company, and the Plan therefor.

-20-

14.06. Unclaimed Benefit. In the event that all or any portion of the distribution payable to a Participant or Beneficiary hereunder shall, at the expiration of five years after it shall become payable, remain unpaid solely by reason of the inability of the Administrator to ascertain the whereabouts of such Participant or Beneficiary after sending a registered letter, return receipt requested, to the last known address and after further diligent effort, the amount so distributable shall be treated as a forfeiture and shall be retained by the Company as part of its general assets.

14.07. Claims Procedure. A claim for a Plan benefit shall be deemed filed when a written communication is made by a Participant or Beneficiary, or the authorized representative of either, which is reasonably calculated to bring the claim to the attention of the Administrator. If a claim is wholly or partially denied, notice of such decision shall be furnished to the claimant in written or electronic format within 90 days after receipt of the claim by the Administrator. Such notice shall set forth, in a manner calculated to be understood by the claimant, (i) the specific reason or reasons for the denial, (ii) specific reference to pertinent Plan provisions on which the denial is based, (iii) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary, and (iv) an explanation of the Plan’s claims review procedure, including a statement of the Participant’s rights to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review. If no such notice is furnished to the claimant within 90 days after receipt of a claim by the Administrator, such claim shall be deemed wholly denied.

Within 60 days from the receipt of the notice of denial, a claimant may appeal such denial to the Administrator for a full and fair review. The review shall be instituted by the filing of a written request for review by the claimant or his or her authorized representative within the 60-day period referred to above. A request for review shall be deemed filed as of the date of receipt of such written request by the Administrator. The claimant or his or her authorized representative shall have the right to review all pertinent documents, may submit issues and comments in writing, and may do such other appropriate things as the Administrator may allow. The decision of the Administrator shall be made not later than 60 days after the receipt of the request for review, unless special circumstances, such as the need to hold a hearing, require an extension of time, in which case a decision shall be rendered not later than 120 days after the receipt of a request for review. Such decision shall be final and binding on the claimant.

-21-

14.08. Successor Companies. The Plan shall be binding upon the successors and assigns of the Company. The Company shall require any successor (whether direct or indirect, and whether by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company, by written agreement to expressly assume and agree to perform the Company’s obligations under the Plan in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place. The provisions of this Section 14.08 shall continue to apply to each subsequent Company of the Participant hereunder in the event of any subsequent merger, consolidation, or transfer of assets of such subsequent Company.

14.09. Governing Law. This Plan shall be construed in accordance with and governed by the laws of the State of New York without giving effect to the conflict of law principles thereof.

14.10 Section 409A of the Code.

(a) This Plan is intended to comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent. Consistent with the foregoing, any changes made in the amended and restated Plan to provisions affecting the Grandfathered Account are intended to be clarifying changes consistent with historic practices in administering the Plan prior to the Effective Date. Notwithstanding the foregoing, with respect to the Specified Elective Accounts: (i) the restatement of the Plan as of the Restatement Date is intended to be a material modification of the Plan with respect to such Specified Elective Accounts, and (ii) from and after the Restatement Date, the Plan, as amended hereby, is intended to comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent. The Company makes no guarantee with respect to the tax treatment of payments hereunder, and the Company shall not be responsible in any event with regard to non-compliance with Section 409A.

(b) If under this Plan, an amount is to be paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.

15. Source of Benefits

The Plan is an unfunded plan maintained by the Company for the purpose of providing deferred compensation for a select group of management or highly compensated employees. Benefits under the Plan shall be payable from the general assets of the Company. The Plan shall not be construed as conferring on a Participant any right, title, interest, or claim in or to any specific asset, reserve, account, or property of any kind possessed by the Company. References in the Plan to Deemed Investment Choices are for the sole purpose of attributing hypothetical investment performance to each Participant’s Deemed Investment Account. Nothing herein shall require the Company to invest, earmark, or set aside its general assets in any specific manner. To the extent that a Participant or any other person acquires a right to receive payments from the Company, such right shall be no greater than the right of an unsecured general creditor.

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16. Effective Date

This Plan was initially effective January 1, 2001, was amended and restated effective as of January 1, 2005, and is now hereby amended and restated effective as of March 1, 2013.

17. Amendment or Termination

The Board reserves the right to amend or terminate this Plan at any time; provided, however, that without such Participant’s written consent, no amendment or termination of the Plan shall adversely affect the right of any Participant to receive, or otherwise result in a material adverse effect on such Participant’s rights under the Plan with respect to, his or her accrued benefits as determined as of the date of amendment or termination. The lump-sum payment to a Participant of his or her entire Account balance upon a Plan termination, effected in a manner intended to comply with Section 409A of the Code, shall not be deemed to violate the proviso of the preceding sentence.

IN WITNESS WHEREOF, the Company has adopted this amendment and restatement of Plan on this 1^st day of March 2013.

OPPENHEIMER & CO. INC.

By:

Its:

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EX-12

EXHIBIT 12

Oppenheimer Holdings Inc.

Computation of Ratio of Earnings to Fixed Charges⁽¹⁾

Expressed in thousands of dollars.	2008			2009		2010		2011		2012
Profit (Loss) Before Income Taxes	$	(36,566	)	$	37,067	$	67,991	$	17,848	$	(527	)
Add Fixed Charges:
Interest Expense(2)		39,137			21,429		25,750		38,026		35,086
Amortization of Debt Issuance Costs		1,227			1,164		643		986		639
Appropriate Portion of Rentals Representative of the Interest Factor(3)		15,687			16,853		16,793		16,994		17,075
Total Fixed Charges	$	56,051		$	39,446	$	43,186	$	56,006	$	52,800
Earnings	$	19,485		$	76,513	$	111,177	$	73,854	$	52,273
Ratio of Earnings to Fixed Charges(4)		—			1.9		2.6		1.3		—

Notes:

(1) The ratio of earnings to fixed charges is computed by dividing earnings, which is the sum of profit (loss) before income taxes and fixed charges, by fixed charges. Fixed charges represent interest expense, amortization of debt issuance costs, and an appropriate portion of rentals representative of the interest factor.

(2) In addition to interest expense on long-term debt, also includes interest expenses on short-term borrowings including bank call loans, securities lending, and repurchase agreements which generally have a corresponding asset that generates interest income that substantially offsets or exceeds the aforementioned interest expense.

(3) The percent of rent included in the computation is a reasonable approximation of the interest factor.

(4) Due to the Company’s pre-tax loss in the years ended December 31, 2008 and December 31, 2012 the ratio coverage was less than 1:1 in these periods. The Company would have needed to generate additional earnings of $36.6 million and $527,000 in 2008 and 2012, respectively to achieve a coverage of 1:1

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-129385, 333-129387, 333-129389, 333-129390, 333-135064, 333-146989, 333-146990, 333-157686 and 333-180979) and Form S-4 (Nos. 333-174932 and 333-157937) and Form S-3 (No. 333-174933) of Oppenheimer Holdings Inc. of our report dated March 6, 2013 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated March 5, 2012 relating to the financial statement schedules, which appears in this Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

New York, NY

March 6, 2013

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Albert G. Lowenthal, certify that:

1. I have reviewed this annual report on Form 10-K of Oppenheimer Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Albert G. Lowenthal

Name: Albert G. Lowenthal

Title: Chief Executive Officer

March 6, 2013

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Elaine K. Roberts, certify that:

1. I have reviewed this annual report on Form 10-K of Oppenheimer Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Elaine K. Roberts

Name: Elaine K. Roberts

Title: Principal Financial Officer

March 6, 2013

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

The undersigned, Albert G. Lowenthal, Chairman and Chief Executive Officer of Oppenheimer Holdings Inc. (the “Company”), hereby certifies that to his knowledge the Annual Report on Form 10-K for the year ended December 31, 2012 of the Company filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period specified.

Signed at New York, New York, this 6th day of March, 2013.

/s/ Albert G. Lowenthal

Albert G. Lowenthal

Chairman and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

The undersigned, Elaine K. Roberts, President and Chief Financial Officer of Oppenheimer Holdings Inc. (the “Company”), hereby certifies that to her knowledge the Annual Report on Form 10-K for the year ended December 31, 2012 of the Company filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period specified.

Signed at New York, New York, this 6th day of March, 2013.

/s/ Elaine K. Roberts

Elaine K. Roberts

President and Principal Financial Officer

XML

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Future Minimum Rental Commitments under Office and Equipment Leases

Future minimum rental commitments under such office and equipment leases as at December 31, 2012 are as follows.

Expressed in thousands of dollars.

2013	$	41,595
2014		38,894
2015		33,473
2016		29,407
2017		25,849
2018 and thereafter		153,482
Total	$	322,700

XML

Financial instruments - Notional and Fair Values of TBAs (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Derivative [Line Items]
FHA loan commitments balance	$ 304.4	$ 326.7
OMHHF had a loan receivable balance (included in other assets)	$ 22.9	$ 109.3

XML

Financial instruments - Quantitative Information about Level 3 Fair Value Measurements (Detail) (Level 3 [Member], Auction Rate Securities [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Principal	$ 115,308
Valuation Adjustment	7,744
Fair Value	$ 107,564
Valuation Technique	Discounted Cash Flow
Minimum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Discount Rate	0.80%
Duration	5 years
Current Yield	0.18%
Maximum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Discount Rate	2.57%
Duration	8 years
Current Yield	1.34%

XML

Earnings per share - Summary of Earnings Per Share (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Basic weighted average number of shares outstanding									13,602,205	13,638,087	13,340,846
Net dilutive effect of warrants, treasury method
Net dilutive effect of share-based awards, treasury method										298,646	556,415
Diluted common shares									13,602,205	13,936,733	13,897,261
Net profit (loss), for the year									$ (851)	$ 12,617	$ 40,780
Net profit attributable to non-controlling interests									2,762	2,301	2,248
Net profit available to Oppenheimer Holdings Inc. stockholders and assumed conversions	$ (3,700)	$ 2,322	$ 2,422	$ (4,657)	$ 3,433	$ 2,106	$ (309)	$ 5,086	$ (3,613)	$ 10,316	$ 38,532
Basic earnings per share	$ (0.27)	$ 0.17	$ 0.18	$ (0.34)	$ 0.25	$ 0.15	$ (0.02)	$ 0.38	$ (0.27)	$ 0.76	$ 2.89
Diluted earnings per share	$ (0.27)	$ 0.16	$ 0.17	$ (0.34)	$ 0.25	$ 0.15	$ (0.02)	$ 0.36	$ (0.27)	$ 0.74	$ 2.77

XML

Financial instruments - Notional Amounts and Fair Values of Derivatives by Product (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Derivatives, Fair Value [Line Items]
Derivatives asset, Notional		$ 100,000
Derivatives asset, Fair Value		20
Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative liability, notional	6,179,343	6,062,292
Derivative liability, Fair Value	3,057	2,421
Not Designated as Hedging Instrument [Member] | Euro Dollars Futures [Member]
Derivatives, Fair Value [Line Items]
Derivative liability, notional	15,000
Derivative liability, Fair Value	4
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | U.S. Treasury Futures [Member]
Derivatives, Fair Value [Line Items]
Derivative liability, notional	56,000	20,000
Derivative liability, Fair Value	286	66
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Federal Funds Futures [Member]
Derivatives, Fair Value [Line Items]
Derivative liability, notional	6,070,000	5,985,000
Derivative liability, Fair Value	120	8
Not Designated as Hedging Instrument [Member] | Other Contract [Member] | Auction rate securities purchase commitment [Member]
Derivatives, Fair Value [Line Items]
Derivative liability, notional	38,343	57,292
Derivative liability, Fair Value	2,647	2,347
Not Designated as Hedging Instrument [Member] | Interest Rate Contract [Member] | Interest Rate Cap [Member]
Derivatives, Fair Value [Line Items]
Derivatives asset, Notional		100,000
Derivatives asset, Fair Value		$ 20

XML

Employee Compensation Plans - Additional Information (Detail) (USD $)	12 Months Ended			1 Months Ended	12 Months Ended			1 Months Ended	12 Months Ended											0 Months Ended	1 Months Ended	12 Months Ended					1 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Jan. 14, 2013 Stock Appreciation Rights [Member]	Dec. 31, 2012 Stock Appreciation Rights [Member]	Dec. 31, 2011 Stock Appreciation Rights [Member]	Dec. 31, 2010 Stock Appreciation Rights [Member]	Jan. 24, 2013 Equity Incentive Plan [Member] OptionPlan	Dec. 31, 2012 Equity Incentive Plan [Member]	Dec. 31, 2011 Equity Incentive Plan [Member]	Dec. 31, 2010 Equity Incentive Plan [Member]	Dec. 31, 2011 Equity Incentive Plan [Member] Second anniversary [Member]	Dec. 31, 2011 Equity Incentive Plan [Member] Third anniversary [Member]	Dec. 31, 2011 Equity Incentive Plan [Member] Fourth anniversary [Member]	Dec. 31, 2011 Equity Incentive Plan [Member] Six months before expiration [Member]	Dec. 31, 2011 Equity Incentive Plan [Member] 2008 Plan [Member]	Dec. 31, 2011 Equity Incentive Plan [Member] 2008 Plan [Member] Second anniversary [Member]	Dec. 31, 2011 Equity Incentive Plan [Member] 2008 Plan [Member] Three months before expiration [Member]	Dec. 31, 2011 Equity Incentive Plan [Member] 2008 Plan [Member] First anniversary [Member]	Jan. 02, 2013 Employee Share Plan [Member]	Jan. 23, 2013 Employee Share Plan [Member]	Dec. 31, 2012 Employee Share Plan [Member]	Dec. 31, 2011 Employee Share Plan [Member]	Dec. 31, 2010 Employee Share Plan [Member]	Dec. 31, 2012 Employee Share Plan [Member] Minimum [Member]	Dec. 31, 2012 Employee Share Plan [Member] Maximum [Member]	Feb. 25, 2013 Employee Share Plan [Member] Class A Stock [Member]	Feb. 25, 2013 Employee Share Plan [Member] Class A Stock [Member] Vesting Period Three Years [Member]	Feb. 25, 2013 Employee Share Plan [Member] Class A Stock [Member] Vesting Period Five Years [Member]	Dec. 31, 2012 Equity Incentive Plan and Employee Share Plan [Member]	Dec. 31, 2012 CIBC Deferred Compensation Plan [Member]	Dec. 31, 2012 Executive Deferred Compensation Plan and Deferred Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term granted for options										5 years						3 years
Vesting percent for options granted												25.00%	25.00%	25.00%	25.00%		33.00%	33.00%	33.00%
Aggregate intrinsic value of options outstanding									$ 134,600
Aggregate intrinsic value of vested options									78,300
Aggregate intrinsic value of options that are expected to vest									131,900
Compensation expense relating to the share-based awards									164,200	322,500	554,000											3,400,000	3,700,000	7,100,000
Unrecognized compensation cost related to unvested share-based compensation									319,400
Cost is expected to be recognized over a weighted average period					2 years 1 month 6 days				2 years 1 month 28 days													2 years 3 months 18 days
Shares vesting period																					3 years				3 years	5 years
Percentage vested at the end of the ESP awards term																						100.00%
Aggregate intrinsic value of ESP awards outstanding																						14,700,000
The aggregate intrinsic value of ESP awards that are expected to vest																						14,000,000
Unrecognized compensation cost related to unvested share-based compensation																						7,800,000
Number of shares of Class A Stock available																														319,587
Number of shares awarded																				13,250
Vesting percentage of shares																				25.00%
Next three years vesting percentage of shares																				25.00%
Company awarded restricted shares																					105,470
Shares vesting period																					Jan. 22, 2016
Restricted shares, awards																											387,750	201,500	186,250
Number of options awarded to purchase class A stock								951
Vesting period of the options								4 years 6 months
Aggregate intrinsic value of OARs outstanding and expected to vest					1,600,000
Compensation expense relating to the share-based awards					590,000	(2,900,000)	(3,400,000)
Liability related to the OARs					2,600,000
Total unrecognized Compensation cost					2,700,000
Number of OARs				474,130
OARs vesting				5 years
Maximum annual contribution under Defined Contribution Plan	17,000	16,500	16,500
Employer contribution to Defined Contribution Plan	1,100,000	1,900,000	3,500,000
Deferred bonus amounts	8,100,000	6,800,000	7,000,000
Company-owned life insurance policy designed to offset a percentage of the EDCP liability	60.00%
Vesting period of deferred bonus	5 years
Company's deferred compensation liability																															14,000,000	41,600,000
Deferred compensation plans cost	$ 12,100,000	$ 5,500,000	$ 11,000,000

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Financial instruments - Securities Owned and Securities Sold, But Not Yet Purchased at Fair Value (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items]
Securities Owned	$ 759,742	$ 924,541
Securities Sold	173,450	69,415
US Treasury, agency and sovereign obligations [Member]
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items]
Securities Owned	525,255	682,805
Securities Sold	131,930	27,509
Corporate debt and other obligations [Member]
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items]
Securities Owned	14,428	27,188
Securities Sold	1,858	3,696
Mortgage and other asset-backed securities [Member]
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items]
Securities Owned	2,920	4,609
Securities Sold	18	14
Municipal obligations [Member]
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items]
Securities Owned	59,010	54,963
Securities Sold	467	485
Convertible bonds [Member]
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items]
Securities Owned	49,130	50,157
Securities Sold	8,868	8,533
Corporate equities [Member]
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items]
Securities Owned	43,708	38,634
Securities Sold	29,884	29,056
Other [Member]
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items]
Securities Owned	65,291	66,185
Securities Sold	$ 425	$ 122

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Bank Call Loans (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Bank Call Loans

Expressed in thousands of dollars, except percentages.

	2012			2011
Year-end balance	$	128,300		$	27,500
Weighted interest rate (at end of year)		1.23	%		1.25	%
Maximum balance (at any month end)	$	171,400		$	178,600
Average amount outstanding (during the year)	$	73,227		$	92,657
Average interest rate (during the year)		1.27	%		1.25	%

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Employee Compensation Plans - Schedule of Stock Option Activity (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding, Number of shares, beginning of year	164,193	284,976
Options granted, Number of shares	1,590	37,333
Options exercised, Number of shares		(13,532)
Options forfeited or expired, Number of shares	(78,980)	(144,584)
Options outstanding, Number of shares, end of year	86,803	164,193
Options vested, Number of shares, end of year	36,023	87,279
Weighted average fair value of options granted during the year, Number of shares	$ 7.67	$ 10.89
Options outstanding, Weighted average exercise price, beginning of year	$ 29.04	$ 34.39
Options granted, Weighted average exercise price	$ 19.31	$ 26.18
Options exercised, Weighted average exercise price		$ 24.88
Options forfeited or expired, Weighted average exercise price	$ 35.09	$ 39.24
Options outstanding, Weighted average exercise price, end of year	$ 23.35	$ 29.04
Options vested, Weighted average exercise price, end of year	$ 22.59	$ 32.86

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Income Taxes - Schedule of Current and Deferred Income Tax (Benefit) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Current:
U.S. federal tax (benefit)	$ 19,918	$ 5,312	$ (11,471)
State and local tax (benefit)	2,765	19	6,390
Non- U.S. operations	(61)	113	685
Current income taxes	22,622	5,444	(4,396)
Deferred:
U.S. federal tax (benefit)	(17,303)	143	27,799
State and local tax (benefit)	(4,890)	(1,029)	3,356
Non U.S. operations (benefit)	(105)	673	452
Deferred income taxes	(26,642)	(745)	31,606
Income tax provision	$ 324	$ 5,231	$ 27,211

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Segment Information - Reported Revenue and Profit Before Income Taxes (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Segment Reporting Information [Line Items]
Interest based revenue	$ 35.1	$ 33.9	$ 37.7
Contingency damages amount	30
Asset Management [Member]
Segment Reporting Information [Line Items]
Performance fees income	3.5	2.0	6.8
Private Client [Member]
Segment Reporting Information [Line Items]
Performance fees income	$ 7.6	$ 1.0	$ 6.1

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Financial instruments - Fair Value Amounts of Derivative Instruments and Their Effect on Statement of Operations (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Ineffective portion of derivative included in income	$ 0

XML

Income Taxes - Schedule of Unrecognized Tax Benefits (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Reconciliation Of Unrecognized Tax Benefits [Line Items]
Balance at January 1	$ 2,317
Additions for tax positions of prior years	2,919	2,317
Balance at December 31	$ 5,236	$ 2,317

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Regulatory requirements - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Regulatory Assets And Liabilities [Line Items]
Actual percentage of net capital to aggregate customer-related debit items	11.06%
Freedom maintain net capital equal to the greater	$ 250,000
Aggregate indebtedness	6.67%
Cash and securities segregated for regulatory and other purposes	33,000,000	30,086,000
Oppenheimer [Member]
Schedule Of Regulatory Assets And Liabilities [Line Items]
Required percentage of net capital to aggregate customer-related debit items	2.00%
Net capital	141,700,000
Excess capital	116,000,000
Cash and securities segregated for regulatory and other purposes	14,900,000
Freedom [Member]
Schedule Of Regulatory Assets And Liabilities [Line Items]
Net capital	4,600,000
Excess capital	4,400,000
Cash and securities segregated for regulatory and other purposes	17,100,000
Oppenheimer Europe Ltd [Member]
Schedule Of Regulatory Assets And Liabilities [Line Items]
Net capital	6,100,000
Excess capital	2,700,000
Regulatory capital required to be maintained	3,400,000
Oppenheimer Investments Asia Ltd. [Member]
Schedule Of Regulatory Assets And Liabilities [Line Items]
Net capital	1,300,000
Excess capital	887,000
Regulatory capital required to be maintained	$ 387,000

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Employee Compensation Plans - Summarizes of Company's Non-Vested Options (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Non-vested beginning of year	76,914
Number of Options, Granted	1,590
Number of Options, Vested	(27,724)
Number of Options, Forfeited or expired
Number of Options, Non-vested end of year	50,780
Weighted average fair value, Non-vested beginning of year	$ 8.88
Weighted average fair value, Granted	$ 7.67
Weighted average fair value, Vested	$ 9.03
Weighted average fair value, Forfeited or expired
Weighted average fair value, Non-vested end of year	$ 9.49

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Goodwill and intangibles - Additional Information (Detail) (USD $)	3 Months Ended		12 Months Ended				1 Months Ended		12 Months Ended	1 Months Ended	3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Trademarks and trade names [Member]	Jan. 31, 2003 Customer Relationship [Member] M	Dec. 31, 2012 Customer Relationship [Member]	Dec. 31, 2012 Below market lease [Member] M	Jan. 31, 2008 Customer relationships [Member] M	Dec. 31, 2012 Customer relationships [Member]
Goodwill [Line Items]
Discount rate			11.20%
Terminal growth rate			3.00%
Carrying value of intangibles		$ 35,589,000	$ 31,700,000	$ 35,589,000		$ 31,700,000		$ 4,900,000
Amortization period							80		60	180
Impairment of Trademarks and trade names						0
Amortization expenses	3,200,000	1,100,000	3,889,000	5,390,000	4,324,000
Customer relationship intangible asset											$ 630,000

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Employee Compensation Plans - Schedule of Fair Value of Awarded Stock Option Estimated on Grant Date Using Black-Scholes Option- Pricing Model (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008	Dec. 31, 2007
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	5 years	5 years	4 years 6 months	5 years	2 years 4 months 24 days	5 years
Expected volatility factor	54.95%	52.52%	48.58%	39.17%	36.41%	39.67%
Risk-free interest rate	0.70%	2.00%	2.62%	3.32%	2.13%	4.54%
Actual dividends	$ 0.44	$ 0.44	$ 0.44	$ 0.44	$ 0.44	$ 0.40

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Earnings per share - Summary of Earnings Per Share (Parenthetical) (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Warrants expire date	2013-04-13
Number of antidilutive warrants, options and restricted shares, for the year	1,936,871	1,142,028	1,254,279
CIBC World Markets Corp. [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Acquisition date of CIBC World Markets Corp.	Jan. 14, 2008
Warrants expire date	2013-04-13
Class A Stock [Member] | CIBC World Markets Corp. [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Company issued a warrant to purchase share of Class A Stock	1,000,000
Class A Stock exercisable	48.62
Period for exercise of warrant	5 years

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Related party transactions

12 Months Ended

Dec. 31, 2012

Related party transactions

17. Related party transactions

The Company does not make loans to its officers and directors except under normal commercial terms pursuant to client margin account agreements. These loans are fully collateralized by employee-owned securities.

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Financial instruments - Investments in Company-Sponsored Funds (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Investment Holdings [Line Items]
Fair Value	$ 12,109
Unfunded Commitments	927
Hedge Funds [Member]
Investment Holdings [Line Items]
Fair Value	1,118
Unfunded Commitments
Redemption Frequency	Quarterly - Annually
Redemption Notice Period, Minimum	30 days
Redemption Notice Period, Maximum	120 days
Private Equity Funds [Member]
Investment Holdings [Line Items]
Fair Value	3,499
Unfunded Commitments	927
Distressed Opportunities Investment Trust [Member]
Investment Holdings [Line Items]
Fair Value	7,492
Unfunded Commitments

XML

Supplemental Guarantor Consolidated Financial Statements (Tables)

12 Months Ended

Dec. 31, 2012

Condensed Consolidating Balance Sheet

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2012

Expressed in thousands of dollars	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	35		$	40,658		$	94,673		$	—		$	135,366
Cash and securities segregated for regulatory and other purposes		—			—			33,000			—			33,000
Deposits with clearing organizations		—			—			25,954			—			25,954
Receivable from brokers and clearing organizations		—			—			479,699			—			479,699
Receivable from customers, net of allowance for credit losses of $2,256		—			—			817,941			—			817,941
Income taxes receivable		13,207			30,568			(450	)		(42,874	)		451
Securities purchased under agreements to resell		—			—			—			—			—
Securities owned, including amounts pledged of $569,995, at fair value		—			2,459			757,283			—			759,742
Subordinated loan receivable		—			112,558			—			(112,558	)		—
Notes receivable, net		—			—			47,324			—			47,324
Office facilities, net		—			15,547			12,785			—			28,332
Deferred tax assets, net		(143	)		309			52,350			(36,176	)		16,340
Intangible assets, net		—			—			31,700			—			31,700
Goodwill		—			—			137,889			—			137,889
Other		3,418			1,437			159,427			—			164,282
Investment in subsidiaries		506,679			880,609			(195,045	)		(1,192,243	)		—
Intercompany receivables		178,743			(114,449	)		(27,686	)		(36,608	)		—
	$	701,939		$	969,696		$	2,426,844		$	(1,420,459	)	$	2,678,020
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Drafts payable	$	—		$	—		$	56,586		$	—		$	56,586
Bank call loans		—			—			128,300			—			128,300
Payable to brokers and clearing organizations		—			—			204,218			—			204,218
Payable to customers		—			—			692,378			—			692,378
Securities sold under agreements to repurchase		—			—			392,391			—			392,391
Securities sold, but not yet purchased, at fair value		—			—			173,450			—			173,450
Accrued compensation		—			—			150,434			—			150,434
Accounts payable and other liabilities		3,759			43,350			133,646			(493	)		180,262
Income taxes payable		2,440			22,189			18,687			(43,316	)		—
Senior secured note		195,000			—			—			—			195,000
Subordinated indebtedness		—			—			112,558			(112,558	)		—
Deferred tax liabilities, net		—			(943	)		36,677			(35,734	)		—
Excess of fair value of acquired assets over cost		—			—			—			—			—
Intercompany payables		—			36,605			—			(36,605	)		—
		201,199			101,201			2,099,325			(228,706	)		2,173,019
Stockholders’ equity attributable to
Oppenheimer Holdings Inc.		500,740			868,495			323,258			(1,191,753	)		500,740
Noncontrolling interest		—			—			4,261			—			4,261
Stockholders’ equity		500,740			868,495			327,519			(1,191,753	)		505,001
	$	701,939		$	969,696		$	2,426,844		$	(1,420,459	)	$	2,678,020

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2011

Expressed in thousands of dollars.	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	2,555		$	11,882		$	55,892		$	—		$	70,329
Cash and securities segregated for regulatory and other purposes		—			—			30,086			—			30,086
Deposits with clearing organizations		—			—			35,816			—			35,816
Receivable from brokers and clearing organizations		—			20			288,093						288,113
Receivable from customers, net of allowance for credit losses of $2,716		—			—			837,822			—			837,822
Income taxes receivable		6,785			30,942			(702	)		(30,282	)		6,743
Securities purchased under agreements to resell		—			—			847,688			—			847,688
Securities owned, including amounts pledged of $102,501, at fair value		—			17,811			906,730			—			924,541
Subordinated loan receivable		—			112,558			—			(112,558	)		—
Notes receivable, net		—			—			54,044			—			54,044
Office facilities, net		—			—			16,976			—			16,976
Deferred tax assets, net		(50	)		309			21,130			(21,389	)		—
Intangible assets, net		—			—			35,589			—			35,589
Goodwill		—			—			137,889			—			137,889
Other		4,055			1,533			236,215						241,803
Investment in subsidiaries		496,512			896,819			(199,063	)		(1,194,268	)		—
Intercompany receivables		199,387			(128,746	)		(33,506	)		(37,135	)		—
	$	709,244		$	943,128		$	3,270,699		$	(1,395,632	)	$	3,527,439
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Drafts payable	$	—		$	—		$	51,848		$	—		$	51,848
Bank call loans		—			—			27,500			—			27,500
Payable to brokers and clearing organizations		—			—			335,610			—			335,610
Payable to customers		—			—			479,896			—			479,896
Securities sold under agreements to repurchase		—			—			1,508,493			—			1,508,493
Securities sold, but not yet purchased, at fair value		—			—			69,415			—			69,415
Accrued compensation		—			—			144,283			—			144,283
Accounts payable and other liabilities		3,734			6,915			174,318			(298	)		184,669
Income taxes payable		2,440			22,189			5,653			(30,282	)		—
Senior secured note		195,000			—			—			—			195,000
Subordinated indebtedness		—			—			112,558			(112,558	)		—
Deferred tax liabilities, net		—			(1,855	)		33,546			(21,389	)		10,302
Excess of fair value of acquired assets over cost		—			—			7,020			—			7,020
Intercompany payables		—			37,126			—			(37,126	)		—
		201,174			64,375			2,950,140			(201,653	)		3,014,036
Stockholders’ equity attributable to
Oppenheimer Holdings Inc.		508,070			878,753			315,226			(1,193,979	)		508,070
Noncontrolling interest		—			—			5,333			—			5,333
Stockholders’ equity		508,070			878,753			320,559			(1,193,979	)		513,403
	$	709,244		$	943,128		$	3,270,699		$	(1,395,632	)	$	3,527,439

Condensed Consolidating Statement of Operations

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

Expressed in thousands of dollars	Parent			Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUE
Commissions	$	—		$	—	$	469,865	$	—		$	469,865
Principal transactions, net		—			752		53,559		—			54,311
Interest		—			12,070		57,452		(11,860	)		57,662
Investment banking		—			—		89,477		—			89,477
Advisory fees		—			—		225,226		(2,494	)		222,732
Other		—			168		58,565		(168	)		58,565
		—			12,990		954,144		(14,522	)		952,612
EXPENSES
Compensation and related expenses		397			—		626,014		—			626,411
Clearing and exchange fees		—			—		23,750		—			23,750
Communications and technology		81			—		63,278		—			63,359
Occupancy and equipment costs		—			—		62,986		(168	)		62,818
Interest		17,500			—		29,447		(11,861	)		35,086
Other		1,475			60		142,673		(2,493	)		141,715
		19,453			60		948,148		(14,522	)		953,139
Profit (loss) before income taxes		(19,453	)		12,930		5,996		—			(527	)
Income tax provision (benefit)		(6,315	)		6,093		546		—			324
Net profit (loss) for the year		(13,138	)		6,837		5,450		—			(851	)
Less net profit attributable to non-controlling interest, net of tax		—			—		2,762		—			2,762
Equity in subsidiaries		9,525			—		—		(9,525	)		—
Net profit (loss) attributable to Oppenheimer Holdings Inc.	$	(3,613	)	$	6,837	$	2,688	$	(9,525	)	$	(3,613	)
Other Comprehensive income	$	—		$	—	$	415	$	—		$	415

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

Expressed in thousands of dollars.	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
REVENUE
Commissions	$	—		$	—		$	492,228		$	—		$	492,228
Principal transactions, net		300			(1,413	)		48,773			—			47,660
Interest		1			10,432			56,045			(9,699	)		56,779
Investment banking		—			—			120,202			(1,000	)		119,202
Advisory fees		—			—			199,565			(2,468	)		197,097
Other		—			1			46,025			—			46,026
		301			9,020			962,838			(13,167	)		958,992
EXPENSES
Compensation and related expenses		288			—			626,479			—			626,767
Clearing and exchange fees		—			—			24,991			—			24,991
Communications and technology		52			—			62,621			—			62,673
Occupancy and equipment costs		—			(24	)		76,533			—			76,509
Interest		12,541			3,546			31,638			(9,699	)		38,026
Other		2,384			299			112,963			(3,468	)		112,178
		15,265			3,821			935,225			(13,167	)		941,144
Profit (loss) before income taxes		(14,964	)		5,199			27,613			—			17,848
Income tax provision (benefit)		(6,748	)		893			11,086			—			5,231
Net profit (loss) for the year		(8,216	)		4,306			16,527			—			12,617
Less net profit attributable to non-controlling interest, net of tax		—			—			2,301			—			2,301
Equity in subsidiaries		18,532			—			—			(18,532	)		—
Net profit attributable to
Oppenheimer Holdings Inc.	$	10,316		$	4,306		$	14,226		$	(18,532	)	$	10,316
Other Comprehensive income (loss)	$	(18	)	$	1,322		$	(1,719	)	$	—		$	(415	)

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

Expressed in thousands of dollars.	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—		$	537,730	$	—		$	537,730
Principal transactions, net		—			(276	)		78,660		—			78,384
Interest		—			7,111			45,869		(7,109	)		45,871
Investment banking		—			—			134,906		—			134,906
Advisory fees		—			—			189,875		(1,987	)		187,888
Other		—			—			51,494		—			51,494
		—			6,835			1,038,534		(9,096	)		1,036,273
EXPENSES
Compensation and related expenses		292			—			675,749		—			676,041
Clearing and exchange fees		—			—			25,754		—			25,754
Communications and technology		18			—			64,682		—			64,700
Occupancy and equipment costs		—			—			74,389		—			74,389
Interest		—			6,595			26,264		(7,109	)		25,750
Other		774			341			102,520		(1,987	)		101,648
		1,084			6,936			969,358		(9,096	)		968,282
Profit (loss) before income taxes		(1,084	)		(101	)		69,176		—			67,991
Income tax provision (benefit)		(422	)		(1,796	)		29,429		—			27,211
Net profit (loss) for the year		(662	)		1,695			39,747		—			40,780
Less net profit attributable to non-controlling interest, net of tax		—			—			2,248		—			2,248
Equity in subsidiaries		39,194			—			—		(39,194	)		—
Net profit attributable to Oppenheimer Holdings Inc.	$	38,532		$	1,695		$	37,499	$	(39,194	)	$	38,532
Other Comprehensive income (loss)	$	43		$	(847	)	$	1,554	$	—		$	750

Condensed Consolidated Statements of Cash Flows

OPPNEHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2012

Expressed in thousands of dollars	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(13,138	)	$	6,837		$	5,450		$	—	$	(851	)
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Depreciation and amortization		—			—			10,466			—		10,466
Deferred income tax		—			—			(26,642	)		—		(26,642	)
Amortization of notes receivable		—			—			19,515			—		19,515
Amortization of debt issuance costs		639			—			—			—		639
Amortization of intangible assets		—			—			3,889			—		3,889
Provision for (reversal of) credit losses		—			—			(292	)		—		(292	)
Share-based compensation expense		—			—			4,191			—		4,191
Reduction of excess of fair value of acquired assets over cost		—			(7,020	)		—			—		(7,020	)
Changes in operating assets and liabilities		18,551			31,959			(63,857	)		—		(13,347	)
Cash flow provided by (used in) continuing operations		6,052			31,776			(47,280	)		—		(9,452	)
Cash flows from Investment activities
Purchase of office facilities		—			—			(14,739	)		—		(14,739	)
Cash used in investing activities		—			—			(14,739	)		—		(14,739	)
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock		(5,986	)		—			—			—		(5,986	)
Repurchase of Class A non-voting common stock		(1,866	)		—			—			—		(1,866	)
Acquistion of non-controlling interest		—			(3,000	)		—			—		(3,000	)
Other financing activities		(720	)		—			100,800			—		100,080
Cash flow provided by (used in) financing activities		(8,572	)		(3,000	)		100,800			—		89,228
Net increase (decrease) in cash and cash equivalents		(2,520	)		28,776			38,781			—		65,037
Cash and cash equivalents, beginning of year		2,555			11,882			55,892			—		70,329
Cash and cash equivalents, end of year	$	35		$	40,658		$	94,673		$	—	$	135,366

OPPNEHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2011

Expressed in thousands of dollars	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(8,216	)	$	4,306		$	16,527		$	—	$	12,617
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Depreciation and amortization		—			—			11,899			—		11,899
Deferred income tax		—			—			(745	)		—		(745	)
Amortization of notes receivable		—			—			19,699			—		19,699
Amortization of debt issuance costs		553			—			433			—		986
Amortization of intangible assets		—			—			5,390			—		5,390
Provision for (reversal of) credit losses		—			—			(168	)		—		(168	)
Share-based compensation expense		—			—			1,100			—		1,100
Changes in operating assets and liabilities		(173,276	)		7,817			196,218			—		30,759
Cash flow provided by (used in) continuing operations		(180,939	)		12,123			250,353			—		81,537
Cash flows from Investment activities
Purchase of office facilities		—			—			(5,192	)		—		(5,192	)
Cash used in investing activities		—			—			(5,192	)		—		(5,192	)
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock		(6,010	)		—			—			—		(6,010	)
Issuance of Class A non-voting common stock		337			—			—			—		337
Debt Issuance Cost		(4,565	)		—			—			—		(4,565	)
Issuance of senior secured note		200,000			—			—			—		200,000
Buy back of senior secured note		(5,000	)		—			—			—		(5,000	)
Repayment of subordinated note		—			—			(100,000	)		—		(100,000	)
Repayments of senior secured credit note		—			—			(22,503	)		—		(22,503	)
Other financing activities		(1,629	)		—			(119,500	)		—		(121,129	)
Cash flow provided by (used in) financing activities		183,133			—			(242,003	)		—		(58,870	)
Net increase (decrease) in cash and cash equivalents		2,194			12,123			3,158			—		17,475
Cash and cash equivalents, beginning of year		361			(241	)		52,734			—		52,854
Cash and cash equivalents, end of year	$	2,555		$	11,882		$	55,892		$	—	$	70,329

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2010

Expressed in thousands of dollars	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(662	)	$	1,695		$	39,747		$	—	$	40,780
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Depreciation and amortization		—			—			12,448			—		12,448
Deferred income tax		—			—			31,606			—		31,606
Amortization of notes receivable		—			—			19,657			—		19,657
Amortization of debt issuance costs		—			—			643			—		643
Amortization of intangible assets		—			—			4,324			—		4,324
Provision for (reversal of) credit losses		—			—			338			—		338
Share-based compensation expense		—			—			4,242			—		4,242
Changes in operating assets and liabilities		2,178			(4,295	)		(249,198	)		—		(251,315	)
Cash flow provided by (used in) continuing operations		1,516			(2,600	)		(136,193	)		—		(137,277	)
Cash flows from Investment activities
Purchase of office facilities		—			—			(12,157	)		—		(12,157	)
Cash used in investing activities		—			—			(12,157	)		—		(12,157	)
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock		(5,871	)		—			—			—		(5,871	)
Issuance of Class A non-voting common stock		2,312			—			—			—		2,312
Repayments of senior secured credit note		—			—			(10,000	)		—		(10,000	)
Other financing activities		(71	)		—			147,000			—		146,929
Cash flow provided by (used in) financing activities		(3,630	)		—			137,000			—		133,370
Net increase (decrease) in cash and cash equivalents		(2,114	)		(2,600	)		(11,350	)		—		(16,064	)
Cash and cash equivalents, beginning of year		2,475			2,359			64,084			—		68,918
Cash and cash equivalents, end of year	$	361			$ (241)		$	52,734		$	—	$	52,854

XML

Income Taxes - Additional Information (Detail) (USD $)	3 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule Of Income Taxes [Line Items]
Goodwill amortized		15 years
Deferred tax asset arising from New York State Investment Tax Credits and Employment Incentive Credits		$ 982,000
Credits expiration date		2027
Profit (loss) before income taxes for foreign operations		(2,400,000)	1,300,000	3,700,000
Recorded adjustments net of taxes related to prior periods	1,300,000
Tax credits related to investment		1,900,000
Income tax-related interest (benefit) expense		(408,000)	753,000
Unrecognized tax benefits		5,236,000	2,317,000
Unrecognized tax benefits that would impact effective tax rate		661,000
Unrecognized deferred tax liability related to earnings of foreign subsidiaries		1,400,000
Income tax-related interest payable		345,000	753,000
New York State [Member] | Minimum [Member]
Schedule Of Income Taxes [Line Items]
Income tax examination year		2008
New York State [Member] | Maximum [Member]
Schedule Of Income Taxes [Line Items]
Income tax examination year		2011
New York City [Member]
Schedule Of Income Taxes [Line Items]
Income tax examination year		2008
Oppenheimer Israel (OPCO) Ltd. [Member]
Schedule Of Income Taxes [Line Items]
Net operating loss carryforward		2,800,000
Oppenheimer Investments Asia Ltd. [Member]
Schedule Of Income Taxes [Line Items]
Net operating loss carryforward		$ 1,000,000

XML

Supplemental Guarantor Consolidated Financial Statements - Condensed Consolidated Statements of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash flows from operations:
Net income (loss) for the period	$ (851)	$ 12,617	$ 40,780
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Depreciation and amortization	10,466	11,899	12,448
Deferred income tax	(26,642)	(745)	31,606
Amortization of notes receivable	19,515	19,699	19,657
Amortization of debt issuance costs	639	986	643
Amortization of intangible assets	3,889	5,390	4,324
Provision for (reversal of) credit losses	(292)	(168)	338
Share-based compensation expense	4,191	1,100	4,242
Reduction of excess of fair value of acquired assets over cost	(7,020)
Changes in operating assets and liabilities	(13,347)	30,759	(251,315)
Cash provided by (used in) operating activities	(9,452)	81,537	(137,277)
Cash flows from Investment activities
Purchase of office facilities	(14,739)	(5,192)	(12,157)
Cash used in investing activities	(14,739)	(5,192)	(12,157)
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock	(5,986)	(6,010)	(5,871)
Issuance of Class A non-voting common stock		337	2,312
Repurchase of Class A non-voting common stock	(1,866)
Debt Issuance Cost		(4,565)
Acquistion of non-controlling interest	(3,000)
Issuance of senior secured note		200,000
Buy back of senior secured note		(5,000)
Repayment of subordinated note		(100,000)
Repayments of senior secured credit note		(22,503)	(10,000)
Other financing activities	100,080	(121,129)	146,929
Cash provided by (used in) financing activities	89,228	(58,870)	133,370
Net increase (decrease) in cash and cash equivalents	65,037	17,475	(16,064)
Cash and cash equivalents, beginning of year	70,329	52,854	68,918
Cash and cash equivalents, end of year	135,366	70,329	52,854
Parent [Member]
Cash flows from operations:
Net income (loss) for the period	(13,138)	(8,216)	(662)
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Amortization of debt issuance costs	639	553
Changes in operating assets and liabilities	18,551	(173,276)	2,178
Cash provided by (used in) operating activities	6,052	(180,939)	1,516
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock	(5,986)	(6,010)	(5,871)
Issuance of Class A non-voting common stock		337	2,312
Repurchase of Class A non-voting common stock	(1,866)
Debt Issuance Cost		(4,565)
Issuance of senior secured note		200,000
Buy back of senior secured note		(5,000)
Other financing activities	(720)	(1,629)	(71)
Cash provided by (used in) financing activities	(8,572)	183,133	(3,630)
Net increase (decrease) in cash and cash equivalents	(2,520)	2,194	(2,114)
Cash and cash equivalents, beginning of year	2,555	361	2,475
Cash and cash equivalents, end of year	35	2,555	361
Guarantor Subsidiaries [Member]
Cash flows from operations:
Net income (loss) for the period	6,837	4,306	1,695
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Reduction of excess of fair value of acquired assets over cost	(7,020)
Changes in operating assets and liabilities	31,959	7,817	(4,295)
Cash provided by (used in) operating activities	31,776	12,123	(2,600)
Cash flows from financing activities
Acquistion of non-controlling interest	(3,000)
Other financing activities
Cash provided by (used in) financing activities	(3,000)
Net increase (decrease) in cash and cash equivalents	28,776	12,123	(2,600)
Cash and cash equivalents, beginning of year	11,882	(241)	2,359
Cash and cash equivalents, end of year	40,658	11,882	(241)
Non-guarantor Subsidiaries [Member]
Cash flows from operations:
Net income (loss) for the period	5,450	16,527	39,747
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Depreciation and amortization	10,466	11,899	12,448
Deferred income tax	(26,642)	(745)	31,606
Amortization of notes receivable	19,515	19,699	19,657
Amortization of debt issuance costs		433	643
Amortization of intangible assets	3,889	5,390	4,324
Provision for (reversal of) credit losses	(292)	(168)	338
Share-based compensation expense	4,191	1,100	4,242
Changes in operating assets and liabilities	(63,857)	196,218	(249,198)
Cash provided by (used in) operating activities	(47,280)	250,353	(136,193)
Cash flows from Investment activities
Purchase of office facilities	(14,739)	(5,192)	(12,157)
Cash used in investing activities	(14,739)	(5,192)	(12,157)
Cash flows from financing activities
Repayment of subordinated note		(100,000)
Repayments of senior secured credit note		(22,503)	(10,000)
Other financing activities	100,800	(119,500)	147,000
Cash provided by (used in) financing activities	100,800	(242,003)	137,000
Net increase (decrease) in cash and cash equivalents	38,781	3,158	(11,350)
Cash and cash equivalents, beginning of year	55,892	52,734	64,084
Cash and cash equivalents, end of year	94,673	55,892	52,734
Eliminations [Member]
Cash flows from operations:
Net income (loss) for the period
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Depreciation and amortization
Deferred income tax
Amortization of notes receivable
Amortization of debt issuance costs
Amortization of intangible assets
Provision for (reversal of) credit losses
Share-based compensation expense
Reduction of excess of fair value of acquired assets over cost
Changes in operating assets and liabilities
Cash provided by (used in) operating activities
Cash flows from Investment activities
Purchase of office facilities
Cash used in investing activities
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock
Issuance of Class A non-voting common stock
Repurchase of Class A non-voting common stock
Debt Issuance Cost
Acquistion of non-controlling interest
Issuance of senior secured note
Buy back of senior secured note
Repayment of subordinated note
Repayments of senior secured credit note
Other financing activities
Cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Reconciliation of Effective Income Tax Rate

The income tax provision shown in the consolidated statements of operations is reconciled to amounts of tax that would have been payable (recoverable) from the application of the federal tax rate to pre-tax profit as follows:

Amounts are expressed in thousands of dollars.

	Year ended December 31,
	2012						2011						2010
	Amount			Percentage			Amount			Percentage			Amount			Percentage
U.S. federal statutory income tax rate	$	(184	)		35.0	%	$	6,246			35.0	%	$	23,797			35.0	%
U.S. state and local income taxes, net of U.S. federal income tax benefits		(1,585	)					840			4.7	%		3,569			5.2	%
Unrecognized tax benefits		1,524						—			0.0	%		—			0.0	%
Tax exempt income, net of interest expense		(561	)					(647	)		-3.6	%		(473	)		-0.7	%
Business promotion and other non-deductible expenses		851						620			3.5	%		616			0.9	%
Adjustments to reflect prior year tax return filings		(294	)					(552	)		-3.1	%		24			0.0	%
Tax rate change on deferred income taxes		390						(734	)		-4.1	%		955			1.4	%
Insurance proceeds, non-taxable		(349	)					(821	)		-4.6	%		—			0.0	%
Non-U.S. Operations		678						348			1.9	%		(232	)		-0.3	%
Other		(146	)					(69	)		-0.4	%		(1,045	)		-1.5	%
Total Income Tax Expense	$	324			n/m		$	5,231			29.3	%	$	27,211			40.0	%

n/m = not meaningful

Schedule of Current and Deferred Income Tax (Benefit)

Income taxes included in the consolidated statements of operations represent the following:

Expressed in thousands of dollars.

	Year ended December 31,
	2012			2011			2010
Current:
U.S. federal tax (benefit)	$	19,918		$	5,312		$	(11,471	)
State and local tax (benefit)		2,765			19			6,390
Non-U.S. operations		(61	)		113			685
		22,622			5,444			(4,396	)
Deferred:
U.S. federal tax (benefit)		(17,303	)		143			27,799
State and local tax (benefit)		(4,890	)		(1,029	)		3,356
Non U.S. operations (benefit)		(105	)		673			452
		(22,298	)		(213	)		31,607
	$	324		$	5,231		$	27,211

Schedule of Significant Components of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities at December 31, 2012 and 2011 were as follows:

Expressed in thousands of dollars.

	December 31,
	2012		2011
Deferred tax assets:
Employee deferred compensation plans	$	22,819	$	17,280
Reserve for litigation and legal fees		17,019		5,469
Book versus tax depreciation differences		5,931		3,675
Involuntary conversion		1,686		1,534
Allowance for doubtful accounts		941		1,044
Other		18,973		16,317
Total deferred tax assets		67,369		45,319
Deferred tax liabilities:
Goodwill amortization (Section 197)		39,391		34,915
Change in accounting method		—		8,075
Partnership investments		6,273		7,020
Capital markets acquisition (2008)		—		4,801
Mortgage Servicing Rights		6,679		3,387
Other		2,559		1,247
Total deferred tax liabilities		54,902		59,445
U.S. deferred tax asset/(liabilities) , net		12,467		(14,126	)
Non U.S. deferred tax asset/(liabilities), net		3,873		3,824
Deferred tax asset/(liabilities), net	$	16,340	$	(10,302	)

Schedule of Unrecognized Tax Benefits

Expressed in thousands of dollars

	2012		2011
Balance at January 1	$	2,317	$	—
Additions for tax positions of prior years		2,919		2,317
Balance at December 31	$	5,236	$	2,317

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Financial instruments - Changes in Level 3 Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance	$ 12,482	$ 17,208
Realized Gains (Losses)	(9)
Unrealized Gains (Losses)	424	(1,150)
Purchases & Issuances	488	803
Sales & Settlements	(442)	(4,366)
Transfers In / Out	11	(13)
Ending Balance	12,954	12,482
Other [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance	50
Realized Gains (Losses)
Unrealized Gains (Losses)
Purchases & Issuances	(50)
Sales & Settlements	100	50
Transfers In / Out
Ending Balance	100	50
Derivative contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance	2,347
Realized Gains (Losses)
Unrealized Gains (Losses)	300
Purchases & Issuances		2,347
Transfers In / Out
Ending Balance	2,647	2,347
Mortgage and other asset-backed securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance	16	14
Realized Gains (Losses)	(7)	70
Unrealized Gains (Losses)	6
Purchases & Issuances	116	14,365
Sales & Settlements	(89)	(14,433)
Transfers In / Out	(2)
Ending Balance	40	16
Beginning Balance
Realized Gains (Losses)
Unrealized Gains (Losses)
Purchases & Issuances		11
Sales & Settlements		(11)
Transfers In / Out
Ending Balance
Municipal obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance	3,562	1,787
Realized Gains (Losses)	(4)	(52)
Unrealized Gains (Losses)	(1,757)	(256)
Purchases & Issuances	10,035	2,982
Sales & Settlements	(2,442)	(899)
Ending Balance	9,394	3,562
Other [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance	65,001	35,908
Unrealized Gains (Losses)	(1,192)	(178)
Purchases & Issuances	24,875	41,178
Sales & Settlements	(25,721)	(11,907)
Ending Balance	$ 62,963	$ 65,001

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Share capital - Changes in Number of Shares of Class A Stock Outstanding (Detail) (Class A Stock [Member])	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Class A Stock [Member]
Class of Stock [Line Items]
Class A Stock outstanding, beginning of year	13,572,265	13,268,522	13,118,001
Issued pursuant to share-based compensation plans	57,652	303,743	150,521
Repurchased and cancelled pursuant to the issuer bid	(121,599)
Class A Stock outstanding, end of year	13,508,318	13,572,265	13,268,522

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Bank Call Loans - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule Of Bank Call Loans [Line Items]
Broker call rate	2.00%	2.00%
Interest expense on bank call loans	$ 996,200	$ 1,200,000	$ 805,200

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Financial instruments - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012 Bank ForwardContracts	Dec. 31, 2011	Dec. 31, 2010
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loan position held in secondary loan trading portfolio	$ 0	$ 0
Fair value of the reverse repurchase agreements
Fair value of the repurchase agreements
Interest rate swap expiration date	Dec. 31, 2012
Net gain on the interest rate swaps, after tax		69,000	450,900
Senior Secured Credit Note reference rate description	3-Month LIBOR
Derivatives instruments gain recognized income	28,000
Number of foreign exchange option outstanding	0
Forward or delayed delivery of the underlying instrument with settlement	180 days
Bank call loans	128,300,000	27,500,000
Number of money center banks	2
Customer securities under customer margin loans available to be pledged	1,500,000,000
Amount repledged of customer securities under customer margin loan	171,200,000
Customer securities deposited to secure obligations and margin requirements under option contracts	339,800,000
Outstanding letters of credit	0
Gross balances of reverse repurchase agreements	1,200,000,000	5,500,000,000
Gross balances of repurchase agreements	1,600,000,000	6,100,000,000
Carrying value of pledged securities owned that can be sold or re-pledged by the counterparty	570,000,000	653,700,000
Carrying value of securities owned by the Company loaned or pledged	159,400,000	119,800,000
U.S. Treasury Notes Securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Number of open short contract	380
Open short contract, period	10 years
Open contracts for Federal Funds futures with a fair value	286,000,000
Federal Funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Open contracts for Federal Funds futures	6,000,000,000
Open contracts for Federal Funds futures with a fair value	120,000,000
Corporate [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Collateralized loans, collateralized by firm	158,200,000
Other Than Corporate Customer [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Collateralized loans, collateralized by customer securities	225,800,000
Reverse Repurchase Agreement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount repledged of customer securities under customer margin loan	14,300,000	44,000,000
Securities received as collateral under securities borrowed transaction with market value	354,000,000	209,900,000
Securities Borrowed Transactions [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount repledged of customer securities under customer margin loan	1,200,000,000	5,500,000,000
Securities received as collateral under securities borrowed transaction with market value	1,200,000,000	5,500,000,000
Two Major U.S Broker [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Receivable from brokers and clearing organizations	78,600,000
Lehman Brothers International Europe [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Lehman Brothers International (Europe) held securities with a fair value	7,500,000
Credit Concentration Risk [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Utilization of warehouse facility	0	65,900,000
Warehouse facility excess retention
Guaranteed mortgages for a period	10 days
Outstanding under the warehouse facility line	8,100,000
Variable interest rate under warehouse facility	1 month LIBOR plus 1.85%
Variable interest rate	1.85%
Interest expense	895,000.0	1,700,000
Deferred Compensation Share Based Payments [Member] | Corporate equities liabilities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of the corporate equities that are included in securities owned	14,000,000	13,200,000
Senior Secured Credit Note [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior Secured Credit Note reference rate description	3-Month LIBOR
Swaps [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swap expiration date		Mar. 31, 2011
Interest Rate Cap [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest expense	19,780
Auction Rate Securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Company purchased and holds auction rate securities	77,100,000
Commitment to purchase ARS from clients through 2016	38,300,000
ARS held in proprietary trading account result of the failed auctions	150,000
Valuation adjustment (unrealized loss) for ARS	7,700,000
Assets and liabilities transferred from level one and level two	$ 0
Auction Rate Securities [Member] | Maximum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Commitment to purchase ARS period maximum	2016

XML

Summary of significant accounting policies

12 Months Ended

Dec. 31, 2012

Summary of significant accounting policies

1. Summary of significant accounting policies

Basis of Presentation

Oppenheimer Holdings Inc. (“OPY”) is incorporated under the laws of the State of Delaware. The consolidated financial statements include the accounts of OPY and its subsidiaries (together, the “Company”). The principal subsidiaries of OPY are Oppenheimer & Co. Inc. (“Oppenheimer”), a registered broker dealer in securities, Oppenheimer Asset Management Inc. (“OAM”) and its wholly owned subsidiary, Oppenheimer Investment Management Inc. (“OIM”), both registered investment advisors under the Investment Advisors Act of 1940, Oppenheimer Trust Company (“Oppenheimer Trust”), a limited purpose trust company chartered by the State of New Jersey to provide fiduciary services such as trust and estate administration and investment management, Oppenheimer Multifamily Housing and Healthcare Finance, Inc. (“OMHHF”), which is engaged in mortgage brokerage and servicing, and OPY Credit Corp., which offers syndication as well as trading of issued corporate loans. Oppenheimer Europe Ltd. (formerly Oppenheimer E.U. Ltd.), based in the United Kingdom, provides institutional equities and fixed income brokerage and corporate financial services and is regulated by the Financial Services Authority. Oppenheimer Investments Asia Limited, based in Hong Kong, China, provides assistance in accessing the U.S. equities markets and limited mergers and acquisitions advisory services to Asia-based companies. Oppenheimer operates as Fahnestock & Co. Inc. in Latin America. Oppenheimer owns Freedom Investments, Inc. (“Freedom”), a registered broker dealer in securities, which also operates as the BUYandHOLD division of Freedom, offering on-line discount brokerage and dollar-based investing services, and Oppenheimer Israel (OPCO) Ltd., which is engaged in offering investment services in the State of Israel as a local broker dealer. Oppenheimer holds a trading permit on the New York Stock Exchange and is a member of several other regional exchanges in the United States.

These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for purpose of inclusion in the Company’s Annual Report on Form 10-K and in its annual report to stockholders. All material intercompany transactions and balances have been eliminated in the preparation of the consolidated financial statements.

Accounting standards require the Company to present non-controlling interests as a separate component of stockholders’ equity on the Company’s consolidated balance sheet. On September 28, 2012, the Company purchased additional shares of OMHHF for $3 million, representing 16.32% of OMHHF. As of December 31, 2012, the Company owned 83.67% of OMHHF and the non-controlling interest recorded in the consolidated balance sheet was $4.3 million.

Description of Business

The Company engages in a broad range of activities in the financial services industry, including retail securities brokerage, institutional sales and trading, investment banking (both corporate and public finance), research, market-making, trust services, mortgage banking and investment advisory and asset management services.

Use of Estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.

In presenting the consolidated financial statements, management makes estimates regarding valuations of financial instruments, loans and allowances for credit losses, the outcome of legal and regulatory matters, the carrying amount of goodwill and other intangible assets, valuation of stock-based compensation plans, and income taxes. Estimates, by their nature, are based on judgment and available information. Therefore, actual results could be materially different from these estimates. A discussion of certain areas in which estimates are a significant component of the amounts reported in the consolidated financial statements follows.

Financial Instruments and Fair Value

Financial Instruments

Securities owned and securities sold but not yet purchased, investments and derivative contracts are carried at fair value with changes in fair value recognized in earnings each period. The Company’s other financial instruments are generally short-term in nature or have variable interest rates and as such their carrying values approximate fair value, with the exception of notes receivable from employees which are carried at cost.

Financial Instruments Used for Asset and Liability Management

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

On January 20, 2009, the Company entered into an interest rate cap contract, incorporating a series of purchased caplets with fixed maturity dates ending December 31, 2012, to hedge the interest payments associated with its floating rate Subordinated Note, which was subject to change due to changes in 3-Month LIBOR. With the repayment of the Subordinated Note in the second quarter of 2011, this cap is no longer designated as a cash flow hedge. See note 7 for further information. The cap expired worthless on December 31, 2012.

Fair Value Measurements

The Company adopted the accounting guidance for the fair value measurement of financial assets, which defines fair value, establishes a framework for measuring fair value, establishes a fair value measurement hierarchy, and expands fair value measurement disclosures. Fair value, as defined by the accounting guidance, is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy established by this accounting guidance prioritizes the inputs used in valuation techniques into the following three categories (highest to lowest priority):

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and

Level 3: Unobservable inputs.

The Company’s financial instruments are recorded at fair value and generally are classified within Level 1 or Level 2 within the fair value hierarchy using quoted market prices or quotes from market makers or broker-dealers. Financial instruments classified within Level 1 are valued based on quoted market prices in active markets and consist of U.S. government, federal agency, and sovereign government obligations, corporate equities, and certain money market instruments. Level 2 financial instruments primarily consist of investment grade and high-yield corporate debt, convertible bonds, mortgage and asset-backed securities, municipal obligations, and certain money market instruments. Financial instruments classified as Level 2 are valued based on quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets and liabilities in markets that are not active. Some financial instruments are classified within Level 3 within the fair value hierarchy as observable pricing inputs are not available due to limited market activity for the asset or liability. Such financial instruments include investments in hedge funds and private equity funds where the Company, through its subsidiaries, is general partner, less-liquid private label mortgage and asset-backed securities, certain distressed municipal securities, and auction rate securities (“ARS”). A description of the valuation techniques applied and inputs used in measuring the fair value of the Company’s financial instruments is located in note 4.

Fair Value Option

The Company has the option to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The Company may make a fair value option election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company has elected to apply the fair value option to its loan trading portfolio which resides in OPY Credit Corp. and is reported in other assets on the consolidated balance sheet. Management has elected this treatment as it is consistent with the manner in which the business is managed as well as the way that financial instruments in other parts of the business are recorded.

The Company also elected the fair value option for those securities sold under agreements to repurchase (“repurchase agreements”) and securities purchased under agreements to resell (“reverse repurchase agreements”) that do not settle overnight or have an open settlement date or that are not accounted for as purchase and sale agreements (such as repo-to-maturity transactions). The Company has elected the fair value option for these instruments to more accurately reflect market and economic events in its earnings and to mitigate a potential imbalance in earnings caused by using different measurement attributes (i.e. fair value versus carrying value) for certain assets and liabilities.

Financing Receivables

The Company’s financing receivables include customer margin loans, securities purchased under agreements to resell (“reverse repurchase agreements”), and securities borrowed transactions. The Company uses financing receivables to extend margin loans to customers, meet trade settlement requirements, and facilitate its matched-book arrangements and inventory requirements.

Allowance for Credit Losses

The Company’s financing receivables are secured by collateral received from clients and counterparties. In many cases, the Company is permitted to sell or repledge securities held as collateral. These securities may be used to collateralize repurchase agreements, to enter into securities lending agreements, to cover short positions or fulfill the obligation of fails to deliver. The Company monitors the market value of the collateral received on a daily basis and may require clients and counterparties to deposit additional collateral or return collateral pledged, when appropriate.

Customer receivables, primarily consisting of customer margin loans collateralized by customer-owned securities, are stated net of allowance for credit losses. The Company reviews large customer accounts that do not comply with the Company’s margin requirements on a case-by-case basis to determine the likelihood of collection and records an allowance for credit loss following that process. For small customer accounts that do not comply with the Company’s margin requirements, the allowance for credit loss is generally recorded as the amount of unsecured or partially secured receivables.

The Company also makes loans or pays advances to financial advisers as part of its hiring process. Reserves are established on these receivables if the financial advisor is no longer associated with the Company and the receivable has not been promptly repaid or if it is determined that it is probable the amount will not be collected.

Legal and Regulatory Reserves

The Company records reserves related to legal and regulatory proceedings in accounts payable and other liabilities. The determination of the amounts of these reserves requires significant judgment on the part of management. In accordance with applicable accounting guidance, the Company establishes reserves for litigation and regulatory matters where available information indicates that it is probable a liability had been incurred at the date of the consolidated financial statements and the Company can reasonably estimate the amount of that loss. When loss contingencies are not probable and cannot be reasonably estimated, the Company does not establish reserves.

When determining whether to record a reserve, management considers many factors including, but not limited to, the amount of the claim; the stage and forum of the proceeding, the sophistication of the claimant, the amount of the loss, if any, in the client’s account and the possibility of wrongdoing, if any, on the part of an employee of the Company; the basis and validity of the claim; previous results in similar cases; and applicable legal precedents and case law. Each legal and regulatory proceeding is reviewed with counsel in each accounting period and the reserve is adjusted as deemed appropriate by management. Any change in the reserve amount is recorded in the results of that period. The assumptions of management in determining the estimates of reserves may be incorrect and the actual disposition of a legal or regulatory proceeding could be greater or less than the reserve amount.

Goodwill

Goodwill arose upon the acquisitions of Oppenheimer, Old Michigan Corp., Josephthal & Co. Inc., Grand Charter Group Incorporated and the Oppenheimer Divisions, as defined below. The Company defines a reporting unit as an operating segment. The Company’s goodwill resides in its Private Client Division (“PCD”). Goodwill of a reporting unit is subject to at least an annual test for impairment to determine if the fair value of goodwill of a reporting unit is less than its estimated carrying amount. Goodwill of a reporting unit is required to be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company derives the estimated carrying amount of its operating segments by estimating the amount of stockholders’ equity required to support the activities of each operating segment. Goodwill recorded as at December 31, 2012 has been tested for impairment and it has been determined that no impairment has occurred. See note 15 for further discussion.

Excess of fair value of assets acquired over cost arose from the January 2008 acquisition of certain businesses from CIBC World Markets Corp., including five-year contingent consideration issued as a result of such acquisition. At the end of 2012, all contingencies expired and the Company recorded a reduction of “Excess of fair value of assets acquired over cost” of $7 million and deferred tax liabilities of $5 million offset by the reversal of related customer relationship intangible assets of $630,000 and fixed assets of $65,000 on the consolidated balance sheet as of December 31, 2012 as well as a non-cash adjustment reducing occupancy expenses in the amount of $11.3 million.

Intangible Assets

Intangible assets arose upon the acquisition, in January 2003, of the U.S. Private Client and Asset Management Divisions of CIBC World Markets Corp. (the “Oppenheimer Divisions”) and comprise customer relationships and trademarks and trade names. Customer relationships of $4.9 million were amortized on a straight-line basis over 80 months commencing in January 2003 (fully amortized and carried at $nil since December 31, 2010). Trademarks and trade names, carried at $31.7 million, which are not amortized, are subject to at least an annual test for impairment to determine if the fair value is less than their carrying amount. Trademarks and trade names recorded as at December 31, 2012 have been tested for impairment and it has been determined that no impairment has occurred. See note 15 for further discussion.

Intangible assets also arose from the January 2008 acquisition of the Oppenheimer Divisions from CIBC World Markets Corp. and are comprised of customer relationships and a below market lease. Customer relationships were being amortized on a straight-line basis over 180 months commencing in January 2008. However, due to the expiration of the five-year contingent consideration issued as part of such acquisition, remaining amounts related to the customer relationship intangible asset of $630,000 were reversed in the fourth quarter of 2012. The below market lease was being amortized on a straight-line basis over 60 months commencing in January 2008. However, due to the plan to consolidate the Company’s headquarters, the Company terminated the lease which resulted in a reevaluation of the remaining useful life of the below market lease intangible asset and amortized $1.1 million in the fourth quarter of 2011 and the remaining $3.2 million during the first quarter of 2012.

Share-Based Compensation Plans

The Company estimates the fair value of share-based awards using the Black-Scholes option-pricing model and applies to it a forfeiture rate based on historical experience. Key input assumptions used to estimate the fair value of share-based awards include the expected term and the expected volatility of the Company’s Class A Stock over the term of the award, the risk-free interest rate over the expected term, and the Company’s expected annual dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive share-based awards. See note 12 for further discussion.

Revenue Recognition

Brokerage

Customers’ securities and commodities transactions are reported on a settlement date basis, which is generally three business days after trade date for securities transactions and one day for commodities transactions. Related commission income and expense is recorded on a trade date basis.

Principal transactions

Transactions in proprietary securities and related revenue and expenses are recorded on a trade date basis. Securities owned and securities sold, but not yet purchased, are reported at fair value generally based upon quoted prices. Realized and unrealized changes in fair value are recognized in principal transactions, net in the period in which the change occurs.

Fees

Underwriting revenues and advisory fees from mergers, acquisitions and restructuring transactions are recorded when services for the transactions are substantially completed and income is reasonably determinable, generally as set forth under the terms of the engagement. Transaction-related expenses, primarily consisting of legal, travel and other costs directly associated with the transaction, are deferred and recognized in the same period as the related investment banking transaction revenue. Underwriting revenues are presented net of related expenses. Non-reimbursed expenses associated with advisory transactions are recorded within other expenses.

Asset Management

Asset management fees are generally recognized over the period the related service is provided based on the account value at the valuation date per the respective asset management agreements. In certain circumstances, OAM is entitled to receive performance fees when the return on assets under management exceeds certain benchmark returns or other performance targets. Performance fees are generally based on investment performance over a 12-month period and are not subject to adjustment once the measurement period ends. Such fees are computed as at the fund’s year-end when the measurement period ends and generally are recorded as earned in the fourth quarter of the Company’s fiscal year. Asset management fees and performance fees are included in advisory fees in the consolidated statements of operations. Assets under management are not included as assets of the Company.

Balance Sheet Items

Cash and Cash Equivalents

The Company defines cash equivalents as highly liquid investments with original maturities of less than 90 days that are not held for sale in the ordinary course of business.

Receivables From / Payables To Brokers and Clearing Organizations

Securities borrowed and securities loaned are carried at the amounts of cash collateral advanced or received. Securities borrowed transactions require the Company to deposit cash or other collateral with the lender. The Company receives cash or collateral in an amount generally in excess of the market value of securities loaned. The Company monitors the market value of securities borrowed and loaned on a daily basis and may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.

Securities failed to deliver and receive represent the contract value of securities which have not been received or delivered by settlement date.

Notes Receivable

The Company had notes receivable, net, from employees of approximately $47.3 million at December 31, 2012. The notes are recorded in the consolidated balance sheet at face value of approximately $108.3 million less accumulated amortization and reserves of $51.4 million and $9.6 million, respectively, at December 31, 2012. These amounts represent recruiting and retention payments generally in the form of upfront loans to financial advisers and key revenue producers as part of the Company’s overall growth strategy. These loans are generally forgiven over a service period of 3 to 5 years from the initial date of the loan or based on productivity levels of employees and all such notes are contingent on the employees’ continued employment with the Company. The unforgiven portion of the notes becomes due on demand in the event the employee departs during the service period. Amortization of notes receivable is included in the consolidated statements of operations in compensation and related expenses.

Securities purchased under agreements to resell and securities sold under agreements to repurchase

Transactions involving purchases of securities under agreements to resell (“reverse repurchase agreements”) or sales of securities under agreements to repurchase (“repurchase agreements”) are treated as collateralized financing transactions and are recorded at their contractual amounts plus accrued interest. The resulting interest income and expense for these arrangements are included in interest income and interest expense in the consolidated statements of operations. The Company can present the reverse repurchase and repurchase transactions on a net-by-counterparty basis when the specific offsetting requirements are satisfied. See note 4 for further discussion.

From time-to-time, the Company enters into securities financing transactions that mature on the same date as the underlying collateral (referred to as “repo-to-maturity” transactions). The Company accounts for these transactions in accordance with the accounting guidance for transfers and servicing. Such transactions are treated as a sale of financial assets and a forward repurchase commitment, or conversely as a purchase of financial assets and a forward resale commitment. The forward repurchase and resale commitments are accounted for as derivatives under the accounting guidance for derivatives and hedging. As of December 31, 2012, the Company did not have any repo-to-maturity transactions.

Office Facilities

Office facilities are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of furniture, fixtures, and equipment is provided on a straight-line basis generally over 3-7 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the life of the improvement or the remaining term of the lease. Leases with escalating rents are expensed on a straight-line basis over the life of the lease. Landlord incentives are recorded as deferred rent and amortized, as reductions to lease expense, on a straight-line basis over the life of the applicable lease. Deferred rent is included in accounts payable and other liabilities in the consolidated balance sheet.

Debt Issuance Costs

Debt issuance costs, included in other assets, from the issuance of the senior secured notes are reported in the consolidated balance sheet as deferred charges and amortized using the interest method. Debt issuance costs include underwriting and legal fees as well as other incremental expenses directly attributable to realizing the proceeds of the Notes. See note 7 for further discussion.

Drafts Payable

Drafts payable represent amounts drawn by the Company against a bank.

Foreign Currency Translations

Foreign currency balances have been translated into U.S. dollars as follows: monetary assets and liabilities at exchange rates prevailing at period end; revenue and expenses at average rates for the period; and non-monetary assets and stockholders’ equity at historical rates. Cumulative translation adjustments of $415,000 are included in accumulated other comprehensive income on the consolidated balance sheets at December 31, 2012. The functional currency of the overseas operations is the local currency in each location except for Oppenheimer Europe Ltd. which has the U.S. dollar as its functional currency.

Income Taxes

Deferred income tax assets and liabilities arise from temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements. Deferred tax balances are determined by applying the enacted tax rates applicable to the periods in which items will reverse.

The Company permanently reinvests eligible earnings of it foreign subsidiaries and, accordingly, does not accrue any U.S. income taxes that would arise if such earnings were repatriated.

New Accounting Pronouncements

Recently Adopted

In April 2011, the FASB issued ASU No. 2011-03, “Transfers and Servicing: Reconsideration of Effective Control for Repurchase Agreements,” which removes the requirement to consider whether sufficient collateral is held when determining whether to account for repurchase agreements and other agreements that both entitle and obligate the transferor to repurchase or redeem financial assets before their maturity as sales or as secured financings. The guidance is effective prospectively for transactions beginning on January 1, 2012. The Company adopted this guidance in the period ended March 31, 2012.

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS,” which provides clarifying guidance on how to measure fair value and has additional disclosure requirements. The amendments prohibit the use of blockage factors at all levels of the fair value hierarchy and provide guidance on measuring financial instruments that are managed on a net portfolio basis. Additional disclosure requirements include transfers between Levels 1 and 2 and, for Level 3 fair value measurements, a description of the valuation processes and additional information about unobservable inputs impacting Level 3 measurements. The updates are effective for fiscal years beginning after December 15, 2011. The Company adopted this guidance in the period ended March 31, 2012. See note 4 for further details.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”, requiring entities to present items of net income and other comprehensive income either in one continuous statement (referred to as the statement of comprehensive income) or in two separate, but consecutive, statements of net income and other comprehensive income. In addition, in December 2011, the FASB issued ASU No. 2011-12 “Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items out of Accumulated Other Comprehensive Income in ASU No. 2011-05’, which deferred certain provisions of ASU 2011-05. ASU No. 2011-12 indefinitely deferred the provision that requires the entity to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. The Company adopted these requirements in the period ended December 31, 2011.

In September 2011, the FASB issued ASU No. 2011-08, “Testing Goodwill for Impairment,” which gives entities the option of performing a qualitative assessment before the quantitative analysis. If entities determine the fair value of a reporting unit is more likely than not less than the carrying amount based on the qualitative factors, the two-step quantitative test would be required. Otherwise, further testing would not be needed. The ASU is effective for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company evaluated this ASU and decided to continue to perform quantitative analysis for goodwill impairment.

On July 27, 2012, the FASB issued ASU 2012-02, “Testing indefinite-Lived Intangible Assets for Impairment,” which gives entities the option of performing a qualitative assessment before the quantitative analysis. If entities determine the fair value of a reporting unit is more likely than not less than the carrying amount, the impairment needs to be assessed. The ASU is effective for fiscal years beginning after September 15, 2012 and early adoption is permitted. The Company evaluated this ASU and decided to continue to perform quantitative analysis for indefinite-lived intangible assets impairment.

Recently Issued

On December 31, 2011, the FASB issued ASU No. 2011-11, “Disclosures about Offsetting Assets and Liabilities”, which requires new disclosures about balance sheet offsetting and related arrangements. For derivatives and financial assets and liabilities, the ASU requires disclosure of gross asset and liability amounts, amounts offset on the balance sheet, and amounts subject to the offsetting requirements but not offset on the balance sheet. The ASU is effective for annual reporting periods beginning on or after January 1, 2013.

In January 2013, the FASB issued ASU No. 2013-01, “Clarifying the Scope of Disclosures About Offsetting Assets and Liabilities”. The ASU clarifies which instruments and transactions are subject to the offsetting disclosure requirements established by ASU No. 2011-11. The ASU limits the scope of the new balance sheet offsetting disclosures in ASU No. 2011-11 to derivatives, repurchase agreements, and securities lending transactions. The effective date of the ASU coincides with the effective date of the disclosure requirements in ASU No. 2011-11.

The Company is currently evaluating the impact, if any, that the above ASU updates will have on its financial condition, results of operations and cash flows.

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Bank Call Loans - Summary of Bank Call Loans (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Bank Call Loans [Line Items]
Year-end balance	$ 128,300	$ 27,500
Weighted interest rate (at end of year)	1.23%	1.25%
Maximum balance (at any month end)	171,400	178,600
Average amount outstanding (during the year)	$ 73,227	$ 92,657
Average interest rate (during the year)	1.27%	1.25%

XML

Summary of significant accounting policies - Additional Information (Detail) (USD $)	1 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended								1 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended		12 Months Ended
	Sep. 28, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 CIBC World Markets Corp. [Member]	Dec. 31, 2012 CIBC World Markets Corp. [Member]	Dec. 31, 2012 Minimum [Member]	Dec. 31, 2012 Maximum [Member]	Dec. 31, 2012 Securities [Member]	Dec. 31, 2012 Commodities [Member]	Dec. 31, 2012 Furniture, fixtures and equipment [Member] Minimum [Member] Y	Dec. 31, 2012 Furniture, fixtures and equipment [Member] Maximum [Member] Y	Dec. 31, 2012 Trademarks and trade names [Member]	Jan. 31, 2008 Customer relationships [Member] M	Dec. 31, 2012 Customer relationships [Member]	Dec. 31, 2012 Customer relationships [Member]	Mar. 31, 2012 Below market lease [Member]	Dec. 31, 2011 Below market lease [Member]	Dec. 31, 2012 Below market lease [Member]
Finite-Lived Intangible Assets [Line Items]
Company owned OMHHF		83.67%
Non-controlling interest		$ 4,261,000	$ 5,333,000
Purchase percentage of additional shares of OMHHF	16.32%
Purchase of additional shares of OMHHF	3,000,000
Senior Secured Credit Note reference rate description		3-Month LIBOR
Interest rate cap contract, expiry date		Dec. 31, 2012
Reduction in excess of fair value of assets acquired over cost		7,020,000			7,000,000
Reduction of deferred tax liabilities				5,000,000	5,000,000
Reduction of occupancy expense					11,300,000
Contingent consideration payment period					5 years
Reversal of fixed assets					65,000
Intangible assets, amortized		4,900,000
Period of amortization on straight line basis		80 months			180 months													60 months
Trademarks and trades names carrying value												31,700,000
Impairment occurred															0
The reversal of the customer relationship intangible assets				630,000										630,000
Amortization of below market lease																	1,100,000
Remaining useful life of below market intangible asset and amortization																3,200,000
Number of business days for related transactions								3 days	1 day
Cash equivalents maximum maturity period of highly liquid investments		90 days
Notes receivable		47,324,000	54,044,000
Face value		108,300,000
Less accumulated amortization		51,400,000
Reserves		9,600,000
Loan forgiven over service period						3 years	5 years
Depreciation and amortization on straight-line basis										3	7		180
Cumulative translation adjustments		$ 415,000

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Summary of significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2012

Basis of Presentation

Basis of Presentation

Oppenheimer Holdings Inc. (“OPY”) is incorporated under the laws of the State of Delaware. The consolidated financial statements include the accounts of OPY and its subsidiaries (together, the “Company”). The principal subsidiaries of OPY are Oppenheimer & Co. Inc. (“Oppenheimer”), a registered broker dealer in securities, Oppenheimer Asset Management Inc. (“OAM”) and its wholly owned subsidiary, Oppenheimer Investment Management Inc. (“OIM”), both registered investment advisors under the Investment Advisors Act of 1940, Oppenheimer Trust Company (“Oppenheimer Trust”), a limited purpose trust company chartered by the State of New Jersey to provide fiduciary services such as trust and estate administration and investment management, Oppenheimer Multifamily Housing and Healthcare Finance, Inc. (“OMHHF”), which is engaged in mortgage brokerage and servicing, and OPY Credit Corp., which offers syndication as well as trading of issued corporate loans. Oppenheimer Europe Ltd. (formerly Oppenheimer E.U. Ltd.), based in the United Kingdom, provides institutional equities and fixed income brokerage and corporate financial services and is regulated by the Financial Services Authority. Oppenheimer Investments Asia Limited, based in Hong Kong, China, provides assistance in accessing the U.S. equities markets and limited mergers and acquisitions advisory services to Asia-based companies. Oppenheimer operates as Fahnestock & Co. Inc. in Latin America. Oppenheimer owns Freedom Investments, Inc. (“Freedom”), a registered broker dealer in securities, which also operates as the BUYandHOLD division of Freedom, offering on-line discount brokerage and dollar-based investing services, and Oppenheimer Israel (OPCO) Ltd., which is engaged in offering investment services in the State of Israel as a local broker dealer. Oppenheimer holds a trading permit on the New York Stock Exchange and is a member of several other regional exchanges in the United States.

These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for purpose of inclusion in the Company’s Annual Report on Form 10-K and in its annual report to stockholders. All material intercompany transactions and balances have been eliminated in the preparation of the consolidated financial statements.

Accounting standards require the Company to present non-controlling interests as a separate component of stockholders’ equity on the Company’s consolidated balance sheet. On September 28, 2012, the Company purchased additional shares of OMHHF for $3 million, representing 16.32% of OMHHF. As of December 31, 2012, the Company owned 83.67% of OMHHF and the non-controlling interest recorded in the consolidated balance sheet was $4.3 million.

Description of Business

Description of Business

The Company engages in a broad range of activities in the financial services industry, including retail securities brokerage, institutional sales and trading, investment banking (both corporate and public finance), research, market-making, trust services, mortgage banking and investment advisory and asset management services.

Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.

In presenting the consolidated financial statements, management makes estimates regarding valuations of financial instruments, loans and allowances for credit losses, the outcome of legal and regulatory matters, the carrying amount of goodwill and other intangible assets, valuation of stock-based compensation plans, and income taxes. Estimates, by their nature, are based on judgment and available information. Therefore, actual results could be materially different from these estimates. A discussion of certain areas in which estimates are a significant component of the amounts reported in the consolidated financial statements follows.

Financial Instruments and Fair Value

Financial Instruments and Fair Value

Financial Instruments

Securities owned and securities sold but not yet purchased, investments and derivative contracts are carried at fair value with changes in fair value recognized in earnings each period. The Company’s other financial instruments are generally short-term in nature or have variable interest rates and as such their carrying values approximate fair value, with the exception of notes receivable from employees which are carried at cost.

Financial Instruments Used for Asset and Liability Management

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

On January 20, 2009, the Company entered into an interest rate cap contract, incorporating a series of purchased caplets with fixed maturity dates ending December 31, 2012, to hedge the interest payments associated with its floating rate Subordinated Note, which was subject to change due to changes in 3-Month LIBOR. With the repayment of the Subordinated Note in the second quarter of 2011, this cap is no longer designated as a cash flow hedge. See note 7 for further information. The cap expired worthless on December 31, 2012.

Fair Value Measurements

The Company adopted the accounting guidance for the fair value measurement of financial assets, which defines fair value, establishes a framework for measuring fair value, establishes a fair value measurement hierarchy, and expands fair value measurement disclosures. Fair value, as defined by the accounting guidance, is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy established by this accounting guidance prioritizes the inputs used in valuation techniques into the following three categories (highest to lowest priority):

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and

Level 3: Unobservable inputs.

The Company’s financial instruments are recorded at fair value and generally are classified within Level 1 or Level 2 within the fair value hierarchy using quoted market prices or quotes from market makers or broker-dealers. Financial instruments classified within Level 1 are valued based on quoted market prices in active markets and consist of U.S. government, federal agency, and sovereign government obligations, corporate equities, and certain money market instruments. Level 2 financial instruments primarily consist of investment grade and high-yield corporate debt, convertible bonds, mortgage and asset-backed securities, municipal obligations, and certain money market instruments. Financial instruments classified as Level 2 are valued based on quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets and liabilities in markets that are not active. Some financial instruments are classified within Level 3 within the fair value hierarchy as observable pricing inputs are not available due to limited market activity for the asset or liability. Such financial instruments include investments in hedge funds and private equity funds where the Company, through its subsidiaries, is general partner, less-liquid private label mortgage and asset-backed securities, certain distressed municipal securities, and auction rate securities (“ARS”). A description of the valuation techniques applied and inputs used in measuring the fair value of the Company’s financial instruments is located in note 4.

Fair Value Option

The Company has the option to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The Company may make a fair value option election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company has elected to apply the fair value option to its loan trading portfolio which resides in OPY Credit Corp. and is reported in other assets on the consolidated balance sheet. Management has elected this treatment as it is consistent with the manner in which the business is managed as well as the way that financial instruments in other parts of the business are recorded.

The Company also elected the fair value option for those securities sold under agreements to repurchase (“repurchase agreements”) and securities purchased under agreements to resell (“reverse repurchase agreements”) that do not settle overnight or have an open settlement date or that are not accounted for as purchase and sale agreements (such as repo-to-maturity transactions). The Company has elected the fair value option for these instruments to more accurately reflect market and economic events in its earnings and to mitigate a potential imbalance in earnings caused by using different measurement attributes (i.e. fair value versus carrying value) for certain assets and liabilities.

Financing Receivables

The Company’s financing receivables include customer margin loans, securities purchased under agreements to resell (“reverse repurchase agreements”), and securities borrowed transactions. The Company uses financing receivables to extend margin loans to customers, meet trade settlement requirements, and facilitate its matched-book arrangements and inventory requirements.

Allowance for Credit Losses

The Company’s financing receivables are secured by collateral received from clients and counterparties. In many cases, the Company is permitted to sell or repledge securities held as collateral. These securities may be used to collateralize repurchase agreements, to enter into securities lending agreements, to cover short positions or fulfill the obligation of fails to deliver. The Company monitors the market value of the collateral received on a daily basis and may require clients and counterparties to deposit additional collateral or return collateral pledged, when appropriate.

Customer receivables, primarily consisting of customer margin loans collateralized by customer-owned securities, are stated net of allowance for credit losses. The Company reviews large customer accounts that do not comply with the Company’s margin requirements on a case-by-case basis to determine the likelihood of collection and records an allowance for credit loss following that process. For small customer accounts that do not comply with the Company’s margin requirements, the allowance for credit loss is generally recorded as the amount of unsecured or partially secured receivables.

The Company also makes loans or pays advances to financial advisers as part of its hiring process. Reserves are established on these receivables if the financial advisor is no longer associated with the Company and the receivable has not been promptly repaid or if it is determined that it is probable the amount will not be collected.

Legal and Regulatory Reserves

Legal and Regulatory Reserves

The Company records reserves related to legal and regulatory proceedings in accounts payable and other liabilities. The determination of the amounts of these reserves requires significant judgment on the part of management. In accordance with applicable accounting guidance, the Company establishes reserves for litigation and regulatory matters where available information indicates that it is probable a liability had been incurred at the date of the consolidated financial statements and the Company can reasonably estimate the amount of that loss. When loss contingencies are not probable and cannot be reasonably estimated, the Company does not establish reserves.

When determining whether to record a reserve, management considers many factors including, but not limited to, the amount of the claim; the stage and forum of the proceeding, the sophistication of the claimant, the amount of the loss, if any, in the client’s account and the possibility of wrongdoing, if any, on the part of an employee of the Company; the basis and validity of the claim; previous results in similar cases; and applicable legal precedents and case law. Each legal and regulatory proceeding is reviewed with counsel in each accounting period and the reserve is adjusted as deemed appropriate by management. Any change in the reserve amount is recorded in the results of that period. The assumptions of management in determining the estimates of reserves may be incorrect and the actual disposition of a legal or regulatory proceeding could be greater or less than the reserve amount.

Goodwill

Goodwill

Goodwill arose upon the acquisitions of Oppenheimer, Old Michigan Corp., Josephthal & Co. Inc., Grand Charter Group Incorporated and the Oppenheimer Divisions, as defined below. The Company defines a reporting unit as an operating segment. The Company’s goodwill resides in its Private Client Division (“PCD”). Goodwill of a reporting unit is subject to at least an annual test for impairment to determine if the fair value of goodwill of a reporting unit is less than its estimated carrying amount. Goodwill of a reporting unit is required to be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company derives the estimated carrying amount of its operating segments by estimating the amount of stockholders’ equity required to support the activities of each operating segment. Goodwill recorded as at December 31, 2012 has been tested for impairment and it has been determined that no impairment has occurred. See note 15 for further discussion.

Excess of fair value of assets acquired over cost arose from the January 2008 acquisition of certain businesses from CIBC World Markets Corp., including five-year contingent consideration issued as a result of such acquisition. At the end of 2012, all contingencies expired and the Company recorded a reduction of “Excess of fair value of assets acquired over cost” of $7 million and deferred tax liabilities of $5 million offset by the reversal of related customer relationship intangible assets of $630,000 and fixed assets of $65,000 on the consolidated balance sheet as of December 31, 2012 as well as a non-cash adjustment reducing occupancy expenses in the amount of $11.3 million.

Intangible Assets

Intangible Assets

Intangible assets arose upon the acquisition, in January 2003, of the U.S. Private Client and Asset Management Divisions of CIBC World Markets Corp. (the “Oppenheimer Divisions”) and comprise customer relationships and trademarks and trade names. Customer relationships of $4.9 million were amortized on a straight-line basis over 80 months commencing in January 2003 (fully amortized and carried at $nil since December 31, 2010). Trademarks and trade names, carried at $31.7 million, which are not amortized, are subject to at least an annual test for impairment to determine if the fair value is less than their carrying amount. Trademarks and trade names recorded as at December 31, 2012 have been tested for impairment and it has been determined that no impairment has occurred. See note 15 for further discussion.

Intangible assets also arose from the January 2008 acquisition of the Oppenheimer Divisions from CIBC World Markets Corp. and are comprised of customer relationships and a below market lease. Customer relationships were being amortized on a straight-line basis over 180 months commencing in January 2008. However, due to the expiration of the five-year contingent consideration issued as part of such acquisition, remaining amounts related to the customer relationship intangible asset of $630,000 were reversed in the fourth quarter of 2012. The below market lease was being amortized on a straight-line basis over 60 months commencing in January 2008. However, due to the plan to consolidate the Company’s headquarters, the Company terminated the lease which resulted in a reevaluation of the remaining useful life of the below market lease intangible asset and amortized $1.1 million in the fourth quarter of 2011 and the remaining $3.2 million during the first quarter of 2012.

Share-Based Compensation Plans

Share-Based Compensation Plans

The Company estimates the fair value of share-based awards using the Black-Scholes option-pricing model and applies to it a forfeiture rate based on historical experience. Key input assumptions used to estimate the fair value of share-based awards include the expected term and the expected volatility of the Company’s Class A Stock over the term of the award, the risk-free interest rate over the expected term, and the Company’s expected annual dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive share-based awards. See note 12 for further discussion.

Revenue Recognition

Revenue Recognition

Brokerage

Customers’ securities and commodities transactions are reported on a settlement date basis, which is generally three business days after trade date for securities transactions and one day for commodities transactions. Related commission income and expense is recorded on a trade date basis.

Principal transactions

Transactions in proprietary securities and related revenue and expenses are recorded on a trade date basis. Securities owned and securities sold, but not yet purchased, are reported at fair value generally based upon quoted prices. Realized and unrealized changes in fair value are recognized in principal transactions, net in the period in which the change occurs.

Fees

Underwriting revenues and advisory fees from mergers, acquisitions and restructuring transactions are recorded when services for the transactions are substantially completed and income is reasonably determinable, generally as set forth under the terms of the engagement. Transaction-related expenses, primarily consisting of legal, travel and other costs directly associated with the transaction, are deferred and recognized in the same period as the related investment banking transaction revenue. Underwriting revenues are presented net of related expenses. Non-reimbursed expenses associated with advisory transactions are recorded within other expenses.

Asset Management

Asset management fees are generally recognized over the period the related service is provided based on the account value at the valuation date per the respective asset management agreements. In certain circumstances, OAM is entitled to receive performance fees when the return on assets under management exceeds certain benchmark returns or other performance targets. Performance fees are generally based on investment performance over a 12-month period and are not subject to adjustment once the measurement period ends. Such fees are computed as at the fund’s year-end when the measurement period ends and generally are recorded as earned in the fourth quarter of the Company’s fiscal year. Asset management fees and performance fees are included in advisory fees in the consolidated statements of operations. Assets under management are not included as assets of the Company.

Balance Sheet Items

Balance Sheet Items

Cash and Cash Equivalents

The Company defines cash equivalents as highly liquid investments with original maturities of less than 90 days that are not held for sale in the ordinary course of business.

Receivables From / Payables To Brokers and Clearing Organizations

Securities borrowed and securities loaned are carried at the amounts of cash collateral advanced or received. Securities borrowed transactions require the Company to deposit cash or other collateral with the lender. The Company receives cash or collateral in an amount generally in excess of the market value of securities loaned. The Company monitors the market value of securities borrowed and loaned on a daily basis and may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.

Securities failed to deliver and receive represent the contract value of securities which have not been received or delivered by settlement date.

Notes Receivable

The Company had notes receivable, net, from employees of approximately $47.3 million at December 31, 2012. The notes are recorded in the consolidated balance sheet at face value of approximately $108.3 million less accumulated amortization and reserves of $51.4 million and $9.6 million, respectively, at December 31, 2012. These amounts represent recruiting and retention payments generally in the form of upfront loans to financial advisers and key revenue producers as part of the Company’s overall growth strategy. These loans are generally forgiven over a service period of 3 to 5 years from the initial date of the loan or based on productivity levels of employees and all such notes are contingent on the employees’ continued employment with the Company. The unforgiven portion of the notes becomes due on demand in the event the employee departs during the service period. Amortization of notes receivable is included in the consolidated statements of operations in compensation and related expenses.

Securities purchased under agreements to resell and securities sold under agreements to repurchase

Transactions involving purchases of securities under agreements to resell (“reverse repurchase agreements”) or sales of securities under agreements to repurchase (“repurchase agreements”) are treated as collateralized financing transactions and are recorded at their contractual amounts plus accrued interest. The resulting interest income and expense for these arrangements are included in interest income and interest expense in the consolidated statements of operations. The Company can present the reverse repurchase and repurchase transactions on a net-by-counterparty basis when the specific offsetting requirements are satisfied. See note 4 for further discussion.

From time-to-time, the Company enters into securities financing transactions that mature on the same date as the underlying collateral (referred to as “repo-to-maturity” transactions). The Company accounts for these transactions in accordance with the accounting guidance for transfers and servicing. Such transactions are treated as a sale of financial assets and a forward repurchase commitment, or conversely as a purchase of financial assets and a forward resale commitment. The forward repurchase and resale commitments are accounted for as derivatives under the accounting guidance for derivatives and hedging. As of December 31, 2012, the Company did not have any repo-to-maturity transactions.

Office Facilities

Office facilities are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of furniture, fixtures, and equipment is provided on a straight-line basis generally over 3-7 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the life of the improvement or the remaining term of the lease. Leases with escalating rents are expensed on a straight-line basis over the life of the lease. Landlord incentives are recorded as deferred rent and amortized, as reductions to lease expense, on a straight-line basis over the life of the applicable lease. Deferred rent is included in accounts payable and other liabilities in the consolidated balance sheet.

Debt Issuance Costs

Debt issuance costs, included in other assets, from the issuance of the senior secured notes are reported in the consolidated balance sheet as deferred charges and amortized using the interest method. Debt issuance costs include underwriting and legal fees as well as other incremental expenses directly attributable to realizing the proceeds of the Notes. See note 7 for further discussion.

Drafts Payable

Drafts payable represent amounts drawn by the Company against a bank.

Foreign Currency Translations

Foreign currency balances have been translated into U.S. dollars as follows: monetary assets and liabilities at exchange rates prevailing at period end; revenue and expenses at average rates for the period; and non-monetary assets and stockholders’ equity at historical rates. Cumulative translation adjustments of $415,000 are included in accumulated other comprehensive income on the consolidated balance sheets at December 31, 2012. The functional currency of the overseas operations is the local currency in each location except for Oppenheimer Europe Ltd. which has the U.S. dollar as its functional currency.

Income Taxes

Deferred income tax assets and liabilities arise from temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements. Deferred tax balances are determined by applying the enacted tax rates applicable to the periods in which items will reverse.

The Company permanently reinvests eligible earnings of it foreign subsidiaries and, accordingly, does not accrue any U.S. income taxes that would arise if such earnings were repatriated.

New Accounting Pronouncements

New Accounting Pronouncements

Recently Adopted

In April 2011, the FASB issued ASU No. 2011-03, “Transfers and Servicing: Reconsideration of Effective Control for Repurchase Agreements,” which removes the requirement to consider whether sufficient collateral is held when determining whether to account for repurchase agreements and other agreements that both entitle and obligate the transferor to repurchase or redeem financial assets before their maturity as sales or as secured financings. The guidance is effective prospectively for transactions beginning on January 1, 2012. The Company adopted this guidance in the period ended March 31, 2012.

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS,” which provides clarifying guidance on how to measure fair value and has additional disclosure requirements. The amendments prohibit the use of blockage factors at all levels of the fair value hierarchy and provide guidance on measuring financial instruments that are managed on a net portfolio basis. Additional disclosure requirements include transfers between Levels 1 and 2 and, for Level 3 fair value measurements, a description of the valuation processes and additional information about unobservable inputs impacting Level 3 measurements. The updates are effective for fiscal years beginning after December 15, 2011. The Company adopted this guidance in the period ended March 31, 2012. See note 4 for further details.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”, requiring entities to present items of net income and other comprehensive income either in one continuous statement (referred to as the statement of comprehensive income) or in two separate, but consecutive, statements of net income and other comprehensive income. In addition, in December 2011, the FASB issued ASU No. 2011-12 “Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items out of Accumulated Other Comprehensive Income in ASU No. 2011-05’, which deferred certain provisions of ASU 2011-05. ASU No. 2011-12 indefinitely deferred the provision that requires the entity to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. The Company adopted these requirements in the period ended December 31, 2011.

In September 2011, the FASB issued ASU No. 2011-08, “Testing Goodwill for Impairment,” which gives entities the option of performing a qualitative assessment before the quantitative analysis. If entities determine the fair value of a reporting unit is more likely than not less than the carrying amount based on the qualitative factors, the two-step quantitative test would be required. Otherwise, further testing would not be needed. The ASU is effective for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company evaluated this ASU and decided to continue to perform quantitative analysis for goodwill impairment.

On July 27, 2012, the FASB issued ASU 2012-02, “Testing indefinite-Lived Intangible Assets for Impairment,” which gives entities the option of performing a qualitative assessment before the quantitative analysis. If entities determine the fair value of a reporting unit is more likely than not less than the carrying amount, the impairment needs to be assessed. The ASU is effective for fiscal years beginning after September 15, 2012 and early adoption is permitted. The Company evaluated this ASU and decided to continue to perform quantitative analysis for indefinite-lived intangible assets impairment.

Recently Issued

On December 31, 2011, the FASB issued ASU No. 2011-11, “Disclosures about Offsetting Assets and Liabilities”, which requires new disclosures about balance sheet offsetting and related arrangements. For derivatives and financial assets and liabilities, the ASU requires disclosure of gross asset and liability amounts, amounts offset on the balance sheet, and amounts subject to the offsetting requirements but not offset on the balance sheet. The ASU is effective for annual reporting periods beginning on or after January 1, 2013.

In January 2013, the FASB issued ASU No. 2013-01, “Clarifying the Scope of Disclosures About Offsetting Assets and Liabilities”. The ASU clarifies which instruments and transactions are subject to the offsetting disclosure requirements established by ASU No. 2011-11. The ASU limits the scope of the new balance sheet offsetting disclosures in ASU No. 2011-11 to derivatives, repurchase agreements, and securities lending transactions. The effective date of the ASU coincides with the effective date of the disclosure requirements in ASU No. 2011-11.

The Company is currently evaluating the impact, if any, that the above ASU updates will have on its financial condition, results of operations and cash flows.

Transfers and Servicing: Reconsideration of Effective Control for Repurchase Agreement

In April 2011, the FASB issued ASU No. 2011-03, “Transfers and Servicing: Reconsideration of Effective Control for Repurchase Agreements,” which removes the requirement to consider whether sufficient collateral is held when determining whether to account for repurchase agreements and other agreements that both entitle and obligate the transferor to repurchase or redeem financial assets before their maturity as sales or as secured financings. The guidance is effective prospectively for transactions beginning on January 1, 2012. The Company adopted this guidance in the period ended March 31, 2012.

Fair Value Measurement

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS,” which provides clarifying guidance on how to measure fair value and has additional disclosure requirements. The amendments prohibit the use of blockage factors at all levels of the fair value hierarchy and provide guidance on measuring financial instruments that are managed on a net portfolio basis. Additional disclosure requirements include transfers between Levels 1 and 2 and, for Level 3 fair value measurements, a description of the valuation processes and additional information about unobservable inputs impacting Level 3 measurements. The updates are effective for fiscal years beginning after December 15, 2011. The Company adopted this guidance in the period ended March 31, 2012. See note 4 for further details.

Presentation of Comprehensive Income

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”, requiring entities to present items of net income and other comprehensive income either in one continuous statement (referred to as the statement of comprehensive income) or in two separate, but consecutive, statements of net income and other comprehensive income. In addition, in December 2011, the FASB issued ASU No. 2011-12 “Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items out of Accumulated Other Comprehensive Income in ASU No. 2011-05’, which deferred certain provisions of ASU 2011-05. ASU No. 2011-12 indefinitely deferred the provision that requires the entity to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. The Company adopted these requirements in the period ended December 31, 2011.

Testing Goodwill for Impairment

In September 2011, the FASB issued ASU No. 2011-08, “Testing Goodwill for Impairment,” which gives entities the option of performing a qualitative assessment before the quantitative analysis. If entities determine the fair value of a reporting unit is more likely than not less than the carrying amount based on the qualitative factors, the two-step quantitative test would be required. Otherwise, further testing would not be needed. The ASU is effective for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company evaluated this ASU and decided to continue to perform quantitative analysis for goodwill impairment.

Testing indefinite-Lived Intangible Assets for Impairment

On July 27, 2012, the FASB issued ASU 2012-02, “Testing indefinite-Lived Intangible Assets for Impairment,” which gives entities the option of performing a qualitative assessment before the quantitative analysis. If entities determine the fair value of a reporting unit is more likely than not less than the carrying amount, the impairment needs to be assessed. The ASU is effective for fiscal years beginning after September 15, 2012 and early adoption is permitted. The Company evaluated this ASU and decided to continue to perform quantitative analysis for indefinite-lived intangible assets impairment.

Disclosures about Offsetting Assets and Liabilities

Recently Issued

On December 31, 2011, the FASB issued ASU No. 2011-11, “Disclosures about Offsetting Assets and Liabilities”, which requires new disclosures about balance sheet offsetting and related arrangements. For derivatives and financial assets and liabilities, the ASU requires disclosure of gross asset and liability amounts, amounts offset on the balance sheet, and amounts subject to the offsetting requirements but not offset on the balance sheet. The ASU is effective for annual reporting periods beginning on or after January 1, 2013.

In January 2013, the FASB issued ASU No. 2013-01, “Clarifying the Scope of Disclosures About Offsetting Assets and Liabilities”. The ASU clarifies which instruments and transactions are subject to the offsetting disclosure requirements established by ASU No. 2011-11. The ASU limits the scope of the new balance sheet offsetting disclosures in ASU No. 2011-11 to derivatives, repurchase agreements, and securities lending transactions. The effective date of the ASU coincides with the effective date of the disclosure requirements in ASU No. 2011-11.

The Company is currently evaluating the impact, if any, that the above ASU updates will have on its financial condition, results of operations and cash flows.

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Supplemental Guarantor Consolidated Financial Statements

12 Months Ended

Dec. 31, 2012

Supplemental Guarantor Consolidated Financial Statements

20. Supplemental Guarantor Consolidated Financial Statements

The Company’s Notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by E.A. Viner International Co. and Viner Finance Inc. (together, the “Guarantors”), unless released as described below. Each of the Guarantors is 100% owned by the Company. The following consolidating financial statements present the financial position, results of operations and cash flows of the Company (referred to as “Parent” for purposes of this note only), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and elimination entries necessary to consolidate the Company. Investments in subsidiaries are accounted for using the equity method for purposes of the consolidated presentation.

Each Guarantor will be automatically and unconditionally released and discharged upon: the sale, exchange or transfer of the capital stock of a Guarantor and the Guarantor ceases to be a direct or indirect subsidiary of the Company if such sale does not constitute an asset sale under the indenture for the Notes or does not constitute an asset sale effected in compliance with the asset sale and merger covenants of the debenture for the Notes; a Guarantor being dissolved or liquidated; a Guarantor being designated unrestricted in compliance with the applicable provisions of the Notes; or the exercise by the Company of its legal defeasance option or covenant defeasance option or the discharge of the Company’s obligations under the indenture for the Notes in accordance with the terms of such indenture.

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2012

Expressed in thousands of dollars	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	35		$	40,658		$	94,673		$	—		$	135,366
Cash and securities segregated for regulatory and other purposes		—			—			33,000			—			33,000
Deposits with clearing organizations		—			—			25,954			—			25,954
Receivable from brokers and clearing organizations		—			—			479,699			—			479,699
Receivable from customers, net of allowance for credit losses of $2,256		—			—			817,941			—			817,941
Income taxes receivable		13,207			30,568			(450	)		(42,874	)		451
Securities purchased under agreements to resell		—			—			—			—			—
Securities owned, including amounts pledged of $569,995, at fair value		—			2,459			757,283			—			759,742
Subordinated loan receivable		—			112,558			—			(112,558	)		—
Notes receivable, net		—			—			47,324			—			47,324
Office facilities, net		—			15,547			12,785			—			28,332
Deferred tax assets, net		(143	)		309			52,350			(36,176	)		16,340
Intangible assets, net		—			—			31,700			—			31,700
Goodwill		—			—			137,889			—			137,889
Other		3,418			1,437			159,427			—			164,282
Investment in subsidiaries		506,679			880,609			(195,045	)		(1,192,243	)		—
Intercompany receivables		178,743			(114,449	)		(27,686	)		(36,608	)		—
	$	701,939		$	969,696		$	2,426,844		$	(1,420,459	)	$	2,678,020
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Drafts payable	$	—		$	—		$	56,586		$	—		$	56,586
Bank call loans		—			—			128,300			—			128,300
Payable to brokers and clearing organizations		—			—			204,218			—			204,218
Payable to customers		—			—			692,378			—			692,378
Securities sold under agreements to repurchase		—			—			392,391			—			392,391
Securities sold, but not yet purchased, at fair value		—			—			173,450			—			173,450
Accrued compensation		—			—			150,434			—			150,434
Accounts payable and other liabilities		3,759			43,350			133,646			(493	)		180,262
Income taxes payable		2,440			22,189			18,687			(43,316	)		—
Senior secured note		195,000			—			—			—			195,000
Subordinated indebtedness		—			—			112,558			(112,558	)		—
Deferred tax liabilities, net		—			(943	)		36,677			(35,734	)		—
Excess of fair value of acquired assets over cost		—			—			—			—			—
Intercompany payables		—			36,605			—			(36,605	)		—
		201,199			101,201			2,099,325			(228,706	)		2,173,019
Stockholders’ equity attributable to
Oppenheimer Holdings Inc.		500,740			868,495			323,258			(1,191,753	)		500,740
Noncontrolling interest		—			—			4,261			—			4,261
Stockholders’ equity		500,740			868,495			327,519			(1,191,753	)		505,001
	$	701,939		$	969,696		$	2,426,844		$	(1,420,459	)	$	2,678,020

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2011

Expressed in thousands of dollars.	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	2,555		$	11,882		$	55,892		$	—		$	70,329
Cash and securities segregated for regulatory and other purposes		—			—			30,086			—			30,086
Deposits with clearing organizations		—			—			35,816			—			35,816
Receivable from brokers and clearing organizations		—			20			288,093						288,113
Receivable from customers, net of allowance for credit losses of $2,716		—			—			837,822			—			837,822
Income taxes receivable		6,785			30,942			(702	)		(30,282	)		6,743
Securities purchased under agreements to resell		—			—			847,688			—			847,688
Securities owned, including amounts pledged of $102,501, at fair value		—			17,811			906,730			—			924,541
Subordinated loan receivable		—			112,558			—			(112,558	)		—
Notes receivable, net		—			—			54,044			—			54,044
Office facilities, net		—			—			16,976			—			16,976
Deferred tax assets, net		(50	)		309			21,130			(21,389	)		—
Intangible assets, net		—			—			35,589			—			35,589
Goodwill		—			—			137,889			—			137,889
Other		4,055			1,533			236,215						241,803
Investment in subsidiaries		496,512			896,819			(199,063	)		(1,194,268	)		—
Intercompany receivables		199,387			(128,746	)		(33,506	)		(37,135	)		—
	$	709,244		$	943,128		$	3,270,699		$	(1,395,632	)	$	3,527,439
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Drafts payable	$	—		$	—		$	51,848		$	—		$	51,848
Bank call loans		—			—			27,500			—			27,500
Payable to brokers and clearing organizations		—			—			335,610			—			335,610
Payable to customers		—			—			479,896			—			479,896
Securities sold under agreements to repurchase		—			—			1,508,493			—			1,508,493
Securities sold, but not yet purchased, at fair value		—			—			69,415			—			69,415
Accrued compensation		—			—			144,283			—			144,283
Accounts payable and other liabilities		3,734			6,915			174,318			(298	)		184,669
Income taxes payable		2,440			22,189			5,653			(30,282	)		—
Senior secured note		195,000			—			—			—			195,000
Subordinated indebtedness		—			—			112,558			(112,558	)		—
Deferred tax liabilities, net		—			(1,855	)		33,546			(21,389	)		10,302
Excess of fair value of acquired assets over cost		—			—			7,020			—			7,020
Intercompany payables		—			37,126			—			(37,126	)		—
		201,174			64,375			2,950,140			(201,653	)		3,014,036
Stockholders’ equity attributable to
Oppenheimer Holdings Inc.		508,070			878,753			315,226			(1,193,979	)		508,070
Noncontrolling interest		—			—			5,333			—			5,333
Stockholders’ equity		508,070			878,753			320,559			(1,193,979	)		513,403
	$	709,244		$	943,128		$	3,270,699		$	(1,395,632	)	$	3,527,439

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

Expressed in thousands of dollars	Parent			Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUE
Commissions	$	—		$	—	$	469,865	$	—		$	469,865
Principal transactions, net		—			752		53,559		—			54,311
Interest		—			12,070		57,452		(11,860	)		57,662
Investment banking		—			—		89,477		—			89,477
Advisory fees		—			—		225,226		(2,494	)		222,732
Other		—			168		58,565		(168	)		58,565
		—			12,990		954,144		(14,522	)		952,612
EXPENSES
Compensation and related expenses		397			—		626,014		—			626,411
Clearing and exchange fees		—			—		23,750		—			23,750
Communications and technology		81			—		63,278		—			63,359
Occupancy and equipment costs		—			—		62,986		(168	)		62,818
Interest		17,500			—		29,447		(11,861	)		35,086
Other		1,475			60		142,673		(2,493	)		141,715
		19,453			60		948,148		(14,522	)		953,139
Profit (loss) before income taxes		(19,453	)		12,930		5,996		—			(527	)
Income tax provision (benefit)		(6,315	)		6,093		546		—			324
Net profit (loss) for the year		(13,138	)		6,837		5,450		—			(851	)
Less net profit attributable to non-controlling interest, net of tax		—			—		2,762		—			2,762
Equity in subsidiaries		9,525			—		—		(9,525	)		—
Net profit (loss) attributable to Oppenheimer Holdings Inc.	$	(3,613	)	$	6,837	$	2,688	$	(9,525	)	$	(3,613	)
Other Comprehensive income	$	—		$	—	$	415	$	—		$	415

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

Expressed in thousands of dollars.	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
REVENUE
Commissions	$	—		$	—		$	492,228		$	—		$	492,228
Principal transactions, net		300			(1,413	)		48,773			—			47,660
Interest		1			10,432			56,045			(9,699	)		56,779
Investment banking		—			—			120,202			(1,000	)		119,202
Advisory fees		—			—			199,565			(2,468	)		197,097
Other		—			1			46,025			—			46,026
		301			9,020			962,838			(13,167	)		958,992
EXPENSES
Compensation and related expenses		288			—			626,479			—			626,767
Clearing and exchange fees		—			—			24,991			—			24,991
Communications and technology		52			—			62,621			—			62,673
Occupancy and equipment costs		—			(24	)		76,533			—			76,509
Interest		12,541			3,546			31,638			(9,699	)		38,026
Other		2,384			299			112,963			(3,468	)		112,178
		15,265			3,821			935,225			(13,167	)		941,144
Profit (loss) before income taxes		(14,964	)		5,199			27,613			—			17,848
Income tax provision (benefit)		(6,748	)		893			11,086			—			5,231
Net profit (loss) for the year		(8,216	)		4,306			16,527			—			12,617
Less net profit attributable to non-controlling interest, net of tax		—			—			2,301			—			2,301
Equity in subsidiaries		18,532			—			—			(18,532	)		—
Net profit attributable to
Oppenheimer Holdings Inc.	$	10,316		$	4,306		$	14,226		$	(18,532	)	$	10,316
Other Comprehensive income (loss)	$	(18	)	$	1,322		$	(1,719	)	$	—		$	(415	)

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

Expressed in thousands of dollars.	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—		$	537,730	$	—		$	537,730
Principal transactions, net		—			(276	)		78,660		—			78,384
Interest		—			7,111			45,869		(7,109	)		45,871
Investment banking		—			—			134,906		—			134,906
Advisory fees		—			—			189,875		(1,987	)		187,888
Other		—			—			51,494		—			51,494
		—			6,835			1,038,534		(9,096	)		1,036,273
EXPENSES
Compensation and related expenses		292			—			675,749		—			676,041
Clearing and exchange fees		—			—			25,754		—			25,754
Communications and technology		18			—			64,682		—			64,700
Occupancy and equipment costs		—			—			74,389		—			74,389
Interest		—			6,595			26,264		(7,109	)		25,750
Other		774			341			102,520		(1,987	)		101,648
		1,084			6,936			969,358		(9,096	)		968,282
Profit (loss) before income taxes		(1,084	)		(101	)		69,176		—			67,991
Income tax provision (benefit)		(422	)		(1,796	)		29,429		—			27,211
Net profit (loss) for the year		(662	)		1,695			39,747		—			40,780
Less net profit attributable to non-controlling interest, net of tax		—			—			2,248		—			2,248
Equity in subsidiaries		39,194			—			—		(39,194	)		—
Net profit attributable to Oppenheimer Holdings Inc.	$	38,532		$	1,695		$	37,499	$	(39,194	)	$	38,532
Other Comprehensive income (loss)	$	43		$	(847	)	$	1,554	$	—		$	750

OPPNEHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2012

Expressed in thousands of dollars	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(13,138	)	$	6,837		$	5,450		$	—	$	(851	)
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Depreciation and amortization		—			—			10,466			—		10,466
Deferred income tax		—			—			(26,642	)		—		(26,642	)
Amortization of notes receivable		—			—			19,515			—		19,515
Amortization of debt issuance costs		639			—			—			—		639
Amortization of intangible assets		—			—			3,889			—		3,889
Provision for (reversal of) credit losses		—			—			(292	)		—		(292	)
Share-based compensation expense		—			—			4,191			—		4,191
Reduction of excess of fair value of acquired assets over cost		—			(7,020	)		—			—		(7,020	)
Changes in operating assets and liabilities		18,551			31,959			(63,857	)		—		(13,347	)
Cash flow provided by (used in) continuing operations		6,052			31,776			(47,280	)		—		(9,452	)
Cash flows from Investment activities
Purchase of office facilities		—			—			(14,739	)		—		(14,739	)
Cash used in investing activities		—			—			(14,739	)		—		(14,739	)
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock		(5,986	)		—			—			—		(5,986	)
Repurchase of Class A non-voting common stock		(1,866	)		—			—			—		(1,866	)
Acquistion of non-controlling interest		—			(3,000	)		—			—		(3,000	)
Other financing activities		(720	)		—			100,800			—		100,080
Cash flow provided by (used in) financing activities		(8,572	)		(3,000	)		100,800			—		89,228
Net increase (decrease) in cash and cash equivalents		(2,520	)		28,776			38,781			—		65,037
Cash and cash equivalents, beginning of year		2,555			11,882			55,892			—		70,329
Cash and cash equivalents, end of year	$	35		$	40,658		$	94,673		$	—	$	135,366

OPPNEHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2011

Expressed in thousands of dollars	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(8,216	)	$	4,306		$	16,527		$	—	$	12,617
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Depreciation and amortization		—			—			11,899			—		11,899
Deferred income tax		—			—			(745	)		—		(745	)
Amortization of notes receivable		—			—			19,699			—		19,699
Amortization of debt issuance costs		553			—			433			—		986
Amortization of intangible assets		—			—			5,390			—		5,390
Provision for (reversal of) credit losses		—			—			(168	)		—		(168	)
Share-based compensation expense		—			—			1,100			—		1,100
Changes in operating assets and liabilities		(173,276	)		7,817			196,218			—		30,759
Cash flow provided by (used in) continuing operations		(180,939	)		12,123			250,353			—		81,537
Cash flows from Investment activities
Purchase of office facilities		—			—			(5,192	)		—		(5,192	)
Cash used in investing activities		—			—			(5,192	)		—		(5,192	)
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock		(6,010	)		—			—			—		(6,010	)
Issuance of Class A non-voting common stock		337			—			—			—		337
Debt Issuance Cost		(4,565	)		—			—			—		(4,565	)
Issuance of senior secured note		200,000			—			—			—		200,000
Buy back of senior secured note		(5,000	)		—			—			—		(5,000	)
Repayment of subordinated note		—			—			(100,000	)		—		(100,000	)
Repayments of senior secured credit note		—			—			(22,503	)		—		(22,503	)
Other financing activities		(1,629	)		—			(119,500	)		—		(121,129	)
Cash flow provided by (used in) financing activities		183,133			—			(242,003	)		—		(58,870	)
Net increase (decrease) in cash and cash equivalents		2,194			12,123			3,158			—		17,475
Cash and cash equivalents, beginning of year		361			(241	)		52,734			—		52,854
Cash and cash equivalents, end of year	$	2,555		$	11,882		$	55,892		$	—	$	70,329

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2010

Expressed in thousands of dollars	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(662	)	$	1,695		$	39,747		$	—	$	40,780
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Depreciation and amortization		—			—			12,448			—		12,448
Deferred income tax		—			—			31,606			—		31,606
Amortization of notes receivable		—			—			19,657			—		19,657
Amortization of debt issuance costs		—			—			643			—		643
Amortization of intangible assets		—			—			4,324			—		4,324
Provision for (reversal of) credit losses		—			—			338			—		338
Share-based compensation expense		—			—			4,242			—		4,242
Changes in operating assets and liabilities		2,178			(4,295	)		(249,198	)		—		(251,315	)
Cash flow provided by (used in) continuing operations		1,516			(2,600	)		(136,193	)		—		(137,277	)
Cash flows from Investment activities
Purchase of office facilities		—			—			(12,157	)		—		(12,157	)
Cash used in investing activities		—			—			(12,157	)		—		(12,157	)
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock		(5,871	)		—			—			—		(5,871	)
Issuance of Class A non-voting common stock		2,312			—			—			—		2,312
Repayments of senior secured credit note		—			—			(10,000	)		—		(10,000	)
Other financing activities		(71	)		—			147,000			—		146,929
Cash flow provided by (used in) financing activities		(3,630	)		—			137,000			—		133,370
Net increase (decrease) in cash and cash equivalents		(2,114	)		(2,600	)		(11,350	)		—		(16,064	)
Cash and cash equivalents, beginning of year		2,475			2,359			64,084			—		68,918
Cash and cash equivalents, end of year	$	361			$ (241)		$	52,734		$	—	$	52,854

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Financial instruments - Fair Value Amounts of Derivative Instruments and Their Effect on Statement of Operations (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Recognized in Income on Derivatives (pre-tax) Gain/(Loss)	$ (1,283)
Reclassified from Accumulated Other Comprehensive Income into Income Effective Portion (after-tax) Gain/ (Loss)
Interest Rate Contract [Member] | Interest Rate Cap [Member] | Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Recognized in Income on Derivatives (pre-tax) Gain/(Loss)	(12)
Reclassified from Accumulated Other Comprehensive Income into Income Effective Portion (after-tax) Gain/ (Loss)
Commodity Contract [Member] | U.S. Treasury Futures [Member] | Principal or Proprietary Transactions [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Recognized in Income on Derivatives (pre-tax) Gain/(Loss)	(972)
Reclassified from Accumulated Other Comprehensive Income into Income Effective Portion (after-tax) Gain/ (Loss)
Commodity Contract [Member] | Federal Funds Futures [Member] | Principal or Proprietary Transactions [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Recognized in Income on Derivatives (pre-tax) Gain/(Loss)	(17)
Reclassified from Accumulated Other Comprehensive Income into Income Effective Portion (after-tax) Gain/ (Loss)
Commodity Contract [Member] | Euro Dollars Futures [Member] | Principal or Proprietary Transactions [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Recognized in Income on Derivatives (pre-tax) Gain/(Loss)	(10)
Reclassified from Accumulated Other Comprehensive Income into Income Effective Portion (after-tax) Gain/ (Loss)
Foreign exchange contracts [Member] | Options [Member] | Other [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Recognized in Income on Derivatives (pre-tax) Gain/(Loss)	28
Reclassified from Accumulated Other Comprehensive Income into Income Effective Portion (after-tax) Gain/ (Loss)
Other Contract [Member] | Auction rate securities purchase commitment [Member] | Principal or Proprietary Transactions [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Recognized in Income on Derivatives (pre-tax) Gain/(Loss)	(300)
Reclassified from Accumulated Other Comprehensive Income into Income Effective Portion (after-tax) Gain/ (Loss)

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Cash and Securities Segregated For Regulatory and Other Purposes - Additional Information (Detail) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Cash and Cash Equivalents [Line Items]
Deposits held in special reserve bank accounts	$ 32,000,000	$ 30,100,000
Client funds held in escrow	242,700,000	166,700,000
Oppenheimer Trust's deposit with State of Ohio	$ 100,000

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Receivable from and Payable to Brokers and Clearing Organizations (Tables)

12 Months Ended

Dec. 31, 2012

Receivable from and Payable to Brokers and Clearing Organizations

Expressed in thousands of dollars.

	As at December 31,
	2012		2011
Receivable from brokers and clearing organizations consist of:
Deposits paid for securities borrowed	$	365,642	$	217,353
Receivable from brokers		41,091		23,516
Securities failed to deliver		10,031		11,551
Clearing organizations		399		19,209
Omnibus accounts		28,212		15,907
Other		34,324		577
	$	479,699	$	288,113

	As at December 31,
	2012		2011
Payable to brokers and clearing organizations consist of:
Deposits received for securities loaned	$	190,387	$	318,834
Securities failed to receive		11,315		15,236
Clearing organizations and other		2,516		1,540
	$	204,218	$	335,610

XML

Financial instruments (Tables)

12 Months Ended

Dec. 31, 2012

Securities Owned and Securities Sold, But Not Yet Purchased at Fair Value

Securities Owned and Securities Sold, But Not Yet Purchased at Fair Value

Expressed in thousands of dollars.

	December 31, 2012				December 31, 2011
	Owned		Sold		Owned		Sold
U.S. Treasury, agency and sovereign obligations	$	525,255	$	131,930	$	682,805	$	27,509
Corporate debt and other obligations		14,428		1,858		27,188		3,696
Mortgage and other asset-backed securities		2,920		18		4,609		14
Municipal obligations		59,010		467		54,963		485
Convertible bonds		49,130		8,868		50,157		8,533
Corporate equities		43,708		29,884		38,634		29,056
Other		65,291		425		66,185		122
Total	$	759,742	$	173,450	$	924,541	$	69,415

Quantitative Information about Level 3 Fair Value Measurements

Additional information regarding the valuation technique and inputs used is as follows:

Expressed in thousands of dollars.

Quantitative Information about Level 3 Fair Value Measurements at December 31, 2012

Product	Principal		Valuation Adjustment		Fair Value		Valuation Technique	Unobservable Input	Range
Auction Rate Securities(1)	$	115,308	$	7,744	$	107,564	Discounted Cash Flow	Discount Rate	0.80% to 2.57%
								Duration	5 to 8 Years
								Current Yield(2)	0.18% to 1.34%

(1) Includes ARS owned by the Company of $77.1 million included in the consolidated balance sheet at December 31, 2012 as well as additional commitments to purchase ARS from clients of $38.3 million which is disclosed in the notes to the consolidated balance sheet.

(2) Based on current auctions in comparable securities that have not failed.

Investments in Company-Sponsored Funds

The following table provides information about the Company’s investments in Company-sponsored funds at December 31, 2012:

Expressed in thousands of dollars.

	Fair Value		Unfunded Commit- ments		Redemption Frequency	Redemption Notice Period
Hedge Funds(1)	$	1,118	$	—	Quarterly - Annually	30 - 120 Days
Private Equity Funds(2)		3,499		927	N/A	N/A
Distressed Opportunities Investment Trust(3)		7,492		—	N/A	N/A
Total	$	12,109	$	927

(1) Includes investments in hedge funds and hedge fund of funds that pursue long/short, event-driven, and activist strategies.

(2) Includes private equity funds and private equity fund of funds with a focus on diversified portfolios, real estate and global natural resources.

(3) Special purpose vehicle that invests in distressed debt of U.S. companies.

Assets and Liabilities Measured at Fair Value on Recurring Basis

The Company’s assets and liabilities, recorded at fair value on a recurring basis as of December 31, 2012 and 2011, have been categorized based upon the above fair value hierarchy as follows:

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2012

Expressed in thousands of dollars.

	Fair Value Measurement: Assets
	As of December 31, 2012
	Level 1		Level 2		Level 3		Total
Cash equivalents	$	58,945	$	—	$	—	$	58,945
Cash and securities segregated for regulatory and other purposes		11,499		—		—		11,499
Deposits with clearing organization		9,095		—		—		9,095
Securities owned:
U.S. Treasury securities		497,546		—		—		497,546
U.S. Agency securities		—		27,690		—		27,690
Sovereign obligations		—		19		—		19
Corporate debt and other obligations		2,459		11,969		—		14,428
Mortgage and other asset-backed securities		—		2,880		40		2,920
Municipal obligations		—		49,616		9,394		59,010
Convertible bonds		—		49,130		—		49,130
Corporate equities		31,958		11,750		—		43,708
Other		2,328		—		62,963		65,291
Securities owned, at fair value		534,291		153,054		72,397		759,742
Investments(1)		10,477		37,088		12,954		60,519
TBAs		—		3,188		—		3,188
Total	$	624,307	$	193,330	$	85,351	$	902,988
	Fair Value Measurement: Liabilities
	As of December 31, 2012
	Level 1		Level 2		Level 3		Total
Securities sold, not yet purchased:
U.S. Treasury securities	$	131,899	$	—	$	—	$	131,899
U.S. Agency securities		—		31		—		31
Corporate debt and other obligations		—		1,858		—		1,858
Mortgage and other asset-backed securities		—		18		—		18
Municipal obligations		—		467		—		467
Convertible bonds		—		8,868		—		8,868
Corporate equities		20,946		8,938		—		29,884
Other		325		—		100		425
Securities sold, not yet purchased at fair value		153,170		20,180		100		173,450
Investments		258		—		—		258
Derivative contracts		286		124		2,647		3,057
TBAs		—		175		—		175
Total	$	153,714	$	20,479	$	2,747	$	176,940

⁽¹⁾ Included in other assets on the consolidated balance sheet.

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2011

Expressed in thousands of dollars.

	Fair Value Measurement: Assets
	As of December 31, 2011
	Level 1		Level 2		Level 3		Total
Cash equivalents	$	30,924	$	—	$	—	$	30,924
Cash and securities segregated for regulatory and other purposes		11,500		—		—		11,500
Deposits with clearing organizations		9,095		—		—		9,095
Securities owned:
U.S. Treasury securities		627,870		—		—		627,870
U.S. Agency securities		32,663		21,695		—		54,358
Sovereign obligations		—		577		—		577
Corporate debt and other obligations		12,538		14,650		—		27,188
Mortgage and other asset-backed securities		—		4,593		16		4,609
Municipal obligations		—		51,401		3,562		54,963
Convertible bonds		—		50,157		—		50,157
Corporate equities		29,150		9,484		—		38,634
Other		1,184		—		65,001		66,185
Securities owned, at fair value		703,405		152,557		68,579		924,541
Investments(1)		1,512		32,964		12,482		46,958
Derivative contracts		—		20		—		20
TBAs		—		5,791		—		5,791
Securities purchased under agreements to resell (2)		—		847,610		—		847,610
Total	$	756,436	$	1,038,942	$	81,061	$	1,876,439
	Fair Value Measurement: Liabilities
	As of December 31, 2011
	Level 1		Level 2		Level 3		Total
Securities sold, not yet purchased:
U.S. Treasury securities	$	27,462	$	—	$	—	$	27,462
U.S. Agency securities		—		47		—		47
Sovereign obligations		—		—		—		—
Corporate debt and other obligations		—		3,696		—		3,696
Mortgage and other asset-backed securities		—		14		—		14
Municipal obligations		—		485		—		485
Convertible bonds		—		8,533		—		8,533
Corporate equities		16,467		12,589		—		29,056
Other		72		—		50		122
Securities sold, not yet purchased at fair value		44,001		25,364		50		69,415
Investments		26		—		—		26
Derivative contracts		66		8		2,347		2,421
TBAs		—		2,254		—		2,254
Total	$	44,093	$	27,626	$	2,397	$	74,116

⁽¹⁾ Included in other assets on the consolidated balance sheet.

⁽²⁾  Includes securities purchased under agreements to resell where the Company has elected fair value option treatment.

Changes in Level 3 Assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables present changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended December 31, 2012 and 2011:

Expressed in thousands of dollars.

	Level 3 Assets and Liabilities
	For the Year Ended December 31, 2012
	Beginning Balance		Realized Gains (Losses)(4)			Unrealized Gains (Losses)(4)(5)			Purchases & Issuances			Sales & Settlements			Transfers In / Out			Ending Balance
Assets:
Mortgage and other asset-backed securities(1)	$	16		(7	)		6			116			(89	)		(2	)	$	40
Municipals	$	3,562		(4	)		(1,757	)		10,035			(2,442	)		—		$	9,394
Other(2)	$	65,001		—			(1,192	)		24,875			(25,721	)		—		$	62,963
Investments(3)	$	12,482		(9	)		424			488			(442	)		11		$	12,954
Liabilities:
Mortgage and other asset-backed securities(1)	$	—		—			—			—			—			—		$	—
Other(2)	$	50		—			—			(50	)		100			—		$	100
Derivative contracts	$	2,347		—			300			—			—			—		$	2,647

⁽¹⁾ Represents private placements of non-agency collateralized mortgage obligations.

⁽²⁾ Represents auction rate securities that failed in the auction rate market.

⁽³⁾ Primarily represents general partner ownership interests in hedge funds and private equity funds sponsored by the Company.

⁽⁴⁾  Included in principal transactions on the consolidated statement of operations, except for investments which are included in other income on the consolidated statement of operations.

⁽⁵⁾  Unrealized gains (losses) are attributable to assets or liabilities that are still held at the reporting date.

	Level 3 Assets and Liabilities
	For the Year Ended December 31, 2011
	Beginning Balance		Realized Gains (Losses)(4)			Unrealized Gains (Losses)(4)(5)			Purchases & Issuances		Sales & Settlements			Transfers In / Out			Ending Balance
Assets:
Mortgage and other asset-backed securities(1)	$	14		70			—			14,365		(14,433	)		—		$	16
Municipals	$	1,787		(52	)		(256	)		2,982		(899	)		—		$	3,562
Other(2)	$	35,908		—			(178	)		41,178		(11,907	)		—		$	65,001
Investments(3)	$	17,208		—			(1,150	)		803		(4,366	)		(13	)	$	12,482
Liabilities:
Mortgage and other asset-backed securities(1)	$	—		—			—			11		(11	)		—		$	—
Other(2)	$	—		—			—			—		50			—		$	50
Derivative contracts	$	—		—			—			2,347		—			—		$	2,347

⁽¹⁾ Represents private placements of non-agency collateralized mortgage obligations.

⁽²⁾ Represents auction rate securities that failed in the auction rate market.

⁽³⁾  Primarily represents general partner ownership interests in hedge funds and private equity funds sponsored by the Company.

⁽⁴⁾  Included in principal transactions on the consolidated statement of operations, except for investments which are included in other income on the consolidated statement of operations.

⁽⁵⁾  Unrealized gains (losses) are attributable to assets or liabilities that are still held at the reporting date.

Notional and Fair Values of TBAs

The following table summarizes the notional and fair values of the TBAs as of December 31, 2012 and 2011:

Expressed in thousands of dollars.

	December 31, 2012				December 31, 2011
	Notional		Fair Value		Notional		Fair Value
Sale of TBAs (1)	$	449,065	$	3,188	$	574,365	$	5,791
Purchase of TBAs	$	117,573	$	175	$	137,572	$	2,254

⁽¹⁾ TBAs are used to offset exposures related to commitments to provide funding for Federal Housing Administration (“FHA”) loans at OMHHF. At December 31, 2012, the loan commitments balance was $304.4 million ($326.7 million at December 31, 2011). In addition, at December 31, 2012, OMHHF had a loan receivable balance (included in other assets in the consolidated balance sheet) of $22.9 million ($109.3 million at December 31, 2011) which relates to prior loan commitments that have been funded but have not yet been securitized. The “when issued” securitizations of these loans have been sold to market counter-parties.

Notional Amounts and Fair Values of Derivatives by Product

The notional amounts and fair values of the Company’s derivatives at December 31, 2012 and 2011 by product were as follows:

Expressed in thousands of dollars.

Fair Value of Derivative Instruments

As of December 31, 2012

	Description	Notional		Fair Value
Liabilities:
Derivatives not designated as hedging instruments (1)
Commodity contracts	U.S Treasury Futures (2)	$	56,000	$	286
	Federal Funds Futures (2)		6,070,000		120
	Euro Dollars Futures(2)		15,000		4
Other contracts	Auction rate securities purchase commitment (3)		38,343		2,647
Total Liabilities		$	6,179,343	$	3,057

(1) See “Fair Value of Derivative Instruments” above for description of derivative financial instruments.

(2) Included in payable to brokers and clearing organizations on the consolidated balance sheet.

(3) Included in other liabilities on the consolidated balance sheet.

Expressed in thousands of dollars.

Fair Value of Derivative Instruments

As of December 31, 2011

	Description	Notional		Fair Value
Assets:
Derivatives not designated as hedging instruments (1)
Interest rate contracts	Cap (2)	$	100,000	$	20
Total Assets		$	100,000	$	20
Liabilities:
Derivatives not designated as hedging instruments (1)
Commodity contracts	U.S Treasury Futures (3)	$	20,000	$	66
	Federal Funds Futures (3)		5,985,000		8
Other contracts	Auction rate securities purchase commitment (4)		57,292		2,347
Total Liabilities		$	6,062,292	$	2,421

(1) See “Fair Value of Derivative Instruments” above for description of derivative financial instruments.

(2) Included in receivable from brokers and clearing organizations on the consolidated balance sheet.

(3) Included in payable to brokers and clearing organizations on the consolidated balance sheet.

(4) Included in securities owned on the consolidated balance sheet.

Fair Value Amounts of Derivative Instruments and Their Effect on Statement of Operations

The following table presents the location and fair value amounts of the Company’s derivative instruments and their effect on the consolidated statement of operations for the year ended December 31, 2012:

Expressed in thousands of dollars.

		Recognized in Income on Derivatives (pre-tax)				Reclassified from Accumulated Other Comprehensive Income into Income – Effective Portion (1) (after–tax)
Hedging Relationship	Description	Location	Gain/ (Loss)			Location	Gain/ (Loss)
Interest rate contracts	Caps (2)	Interest expense	$	(12	)	None	$	—
Commodity contracts	U.S Treasury Futures	Principal transaction revenue		(972	)	None		—
	Federal Funds Futures	Principal transaction revenue		(17	)	None		—
	Euro-dollar Futures	Principal transaction revenue		(10	)	None		—
Foreign exchange contracts	Options	Other		28		Other		—
Other contracts	Auction rate securities purchase commitment	Principal transaction revenue		(300	)	None		—
Total			$	(1,283	)		$	—

(1) There is no ineffective portion included in income for the year ended December 31, 2012.

(2) As noted above in “Cash flow hedges used for asset and liability management”, interest rate caps are used to hedge interest rate risk associated with the Subordinated Note. With the repayment of the Subordinated Note in the second quarter of 2011, this cap is no longer designated as a cash flow hedge. The cap expired worthless on December 31, 2012.

Variable Interest Entities

The following tables set forth the total VIE assets, the carrying value of the subsidiaries’ variable interests, and the Company’s maximum exposure to loss in Company-sponsored non-consolidated VIEs in which the Company holds variable interests and other non-consolidated VIEs in which the Company holds variable interests at December 31, 2012 and 2011:

As of December 31, 2012

Expressed in thousands of dollars.

	Total VIE Assets  (1)		Carrying Value of the Company’s Variable Interest				Capital Commitments		Maximum Exposure to Loss in Non- consolidated VIEs
			Assets (2)		Liabilities
Hedge Funds	$	1,868,178	$	372	$	—	$	—	$	372
Private Equity Funds		171,169		32		—		8		40
Total	$	2,039,347	$	404	$	—	$	8	$	412

As of December 31, 2011

Expressed in thousands of dollars.

	Total VIE Assets  (1)		Carrying Value of the Company’s Variable Interest				Capital Commitments		Maximum Exposure to Loss in Non- consolidated VIEs
			Assets (2)		Liabilities
Hedge Funds	$	1,668,508	$	393	$	—	$	—	$	393
Private Equity Funds		142,275		27		—		13		40
Total	$	1,810,783	$	420	$	—	$	13	$	433

(1) Represents the total assets of the VIEs and does not represent the Company’s interests in the VIEs.

(2) Represents the Company’s interests in the VIEs and is included in other assets on the consolidated balance sheet.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash flows from operating activities:
Net profit (loss) for the year	$ (851)	$ 12,617	$ 40,780
Non-cash items included in net profit/(loss):
Depreciation and amortization of office facilities and leasehold improvements	10,466	11,899	12,448
Deferred income taxes	(26,642)	(745)	31,606
Amortization of notes receivable	19,515	19,699	19,657
Amortization of debt issuance costs	639	986	643
Amortization of intangible assets	3,889	5,390	4,324
Provision for (reversal of) credit losses	(292)	(168)	338
Share-based compensation	4,191	1,100	4,242
Reduction of excess of fair value of acquired assets over cost	(7,020)
Decrease (increase) in operating assets:
Cash and securities segregated for regulatory and other purposes	(2,914)	(165)	(1,456)
Deposits with clearing organizations	9,862	(12,588)	2,570
Receivable from brokers and clearing Organizations	(191,586)	14,731	88,068
Receivable from customers	20,173	87,163	(98,497)
Income taxes receivable	6,292	371	(2,679)
Securities purchased under agreements to resell	847,688	(500,618)	(183,245)
Securities owned	164,799	(557,522)	(129,848)
Notes receivable	(12,795)	(13,957)	(18,047)
Other assets	70,214	(42,105)	(70,150)
Increase (decrease) in operating liabilities:
Drafts payable	4,738	(9,207)	12,958
Payable to brokers and clearing Organizations	(131,392)	(35,765)	(64,168)
Payable to customers	212,482	72,980	(81,445)
Securities sold under agreements to repurchase	(1,116,102)	1,118,037	234,831
Securities sold, but not yet purchased	104,035	(90,637)	28,313
Accrued compensation	5,566	(31,614)	(19,366)
Accounts payable and other liabilities	(4,407)	31,655	50,846
Cash provided by (used in) operating activities	(9,452)	81,537	(137,277)
Cash flows from investing activities:
Purchase of office facilities	(14,739)	(5,192)	(12,157)
Cash used in investing activities	(14,739)	(5,192)	(12,157)
Cash flows from financing activities:
Cash dividends paid on Class A non-voting and Class B voting common stock	(5,986)	(6,010)	(5,871)
Issuance of Class A non-voting common stock		337	2,312
Repurchase of Class A non-voting common stock for cancellation	(1,866)
Tax shortfall from share-based awards	(720)	(1,629)	(71)
Debt issuance costs		(4,565)
Issuance of senior secured note		200,000
Buy back of senior secured note		(5,000)
Repayment of subordinated note		(100,000)
Repayments of senior secured credit note		(22,503)	(10,000)
Acquisition of non-controlling interest	(3,000)
Increase (decrease) in bank call loans, net	100,800	(119,500)	147,000
Cash provided by (used in) financing activities	89,228	(58,870)	133,370
Net increase (decrease) in cash and cash equivalents	65,037	17,475	(16,064)
Cash and cash equivalents, beginning of year	70,329	52,854	68,918
Cash and cash equivalents, end of year	135,366	70,329	52,854
Schedule of non-cash financing activities:
Employee share plan issuance	1,321	10,488	1,765
Supplemental disclosure of cash flow Information:
Cash paid during the year for interest	38,692	30,697	15,938
Cash paid (refunded) during the year for income taxes	$ 14,254	$ 7,993	$ (3,350)

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Office Facilities (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Office Facilities

Expressed in thousands of dollars.

					December 31, 2012		December 31, 2011
	Cost		Accumulated depreciation/ Amortization		Net book value		Net book value
Furniture, fixtures and equipment	$	70,432	$	61,083	$	9,349	$	11,628
Leasehold improvements		46,927		27,944		18,983		5,348
	$	117,359	$	89,027	$	28,332	$	16,976

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Employee Compensation Plans - Stock Appreciation Rights (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Number of OARs outstanding	1,855,995
Weighted average strike price	$ 25.05
Weighted average remaining contractual life	2 years 1 month 6 days
Weighted average fair value per share	$ 3.16
January 10, 2008 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of OARs outstanding	383,645
Strike price	$ 37.78
Remaining contractual life	9 days
January 12, 2009 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of OARs outstanding	358,930
Strike price	$ 12.74
Remaining contractual life	1 year
Fair value per share	$ 5.83
January 19, 2010 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of OARs outstanding	292,560
Strike price	$ 30.68
Remaining contractual life	2 years
Fair value per share	$ 1.65
January 13, 2011 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of OARs outstanding	392,630
Strike price	$ 26.35
Remaining contractual life	3 years
Fair value per share	$ 2.12
January 19, 2012 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of OARs outstanding	428,230
Strike price	$ 18.94
Remaining contractual life	4 years
Fair value per share	$ 5.74

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2012

Reported Revenue and Profit Before Income Taxes

The table below presents information about the reported revenue and profit before income taxes of the Company for the years ended December 31, 2012, 2011 and 2010. Asset information by reportable segment is not reported, since the Company does not produce such information for internal use.

Expressed in thousands of dollars.

	Year ended December 31,
	2012			2011			2010
Revenue:
Private Client (1) (2)	$	547,583		$	538,441		$	572,590
Capital Markets		312,088			346,588			390,903
Asset Management (1)		92,941			73,963			72,780
Total	$	952,612		$	958,992		$	1,036,273
Profit (loss) before income taxes:
Private Client (2)	$	25,014		$	18,196		$	27,953
Capital Markets (3)		(51,334	)		(15,740	)		19,867
Asset Management		25,793			15,392			20,171
Total	$	(527	)	$	17,848		$	67,991

(1) For the year ended December 31, 2012, the Asset Management and the Private Client segments earned performance fees of approximately $3.5 million and $7.6 million, respectively ($2.0 million and $1.0 million, respectively, in 2011 and $6.8 million and $6.1 million, respectively, in 2010). These fees are based on participation as general partner in various alternative investments.

(2) For the years ended December 31, 2012, the Private Client segment continued to be negatively impacted by the low interest rate environment. Revenue from margin interest, money fund products and sponsored FDIC-covered deposits totaled $35.1 million ($33.9 million in 2011 and $37.7 million in 2010).

(3) Includes $30 million award against the Company in U.S. Airways matter. See note 18.

Revenues Classified by Major Geographic Areas

Revenues, classified by the major geographic areas in which they were earned for the years ended December 31, 2012, 2011 and 2010, were as follows:

Expressed in thousands of dollars.

	2012		2011		2010
United States	$	908,869	$	909,662	$	976,402
Europe / Middle East		28,431		28,858		28,077
Asia		7,613		11,301		16,511
South America		7,699		9,171		15,283
Total	$	952,612	$	958,992	$	1,036,273

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Financial instruments - Notional and Fair Values of TBAs (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Derivative [Line Items]
Notional, Sale of TBAs	$ 449,065	$ 574,365
Notional, Purchase of TBAs	117,573	137,572
Fair Value, Sale of TBAs	3,188	5,791
Fair Value, Purchase of TBAs	$ 175	$ 2,254

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Income Taxes - Schedule of Reconciliation of Effective Income Tax Rate (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Effective Income Tax Rate Reconciliation [Line Items]
U.S. federal statutory income tax rate, Amount	$ (184)	$ 6,246	$ 23,797
U.S. state and local income taxes, net of U.S. federal income tax benefits, Amount	(1,585)	840	3,569
Unrecognized tax benefits , Amount	1,524
Tax exempt income, net of interest expense, Amount	(561)	(647)	(473)
Business promotion and other non-deductible expenses, Amount	851	620	616
Adjustments to reflect prior year tax return filings, Amount	(294)	(552)	24
Tax rate change on deferred income taxes, Amount	390	(734)	955
Insurance proceeds, non-taxable, Amount	(349)	(821)
Non-U.S. Operations, Amount	678	348	(232)
Other, Amount	(146)	(69)	(1,045)
Income tax provision	$ 324	$ 5,231	$ 27,211
U.S. federal statutory income tax rate, Percentage	35.00%	35.00%	35.00%
U.S. state and local income taxes, net of U.S. federal income tax benefits, Percentage		4.70%	5.20%
Unrecognized tax benefits, Percentage		0.00%	0.00%
Tax exempt income, net of interest expense, Percentage		(3.60%)	(0.70%)
Business promotion and other non-deductible expenses, Percentage		3.50%	0.90%
Adjustments to reflect prior year tax return filings, Percentage		(3.10%)	0.00%
Tax rate change on deferred income taxes, Percentage		(4.10%)	1.40%
Insurance proceeds, non-taxable, Percentage		(4.60%)	0.00%
Non-U.S. Operations, Percentage		1.90%	(0.30%)
Other, Percentage		(0.40%)	(1.50%)
Total Income Tax Expense, Percentage		29.30%	40.00%

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 135,366	$ 70,329
Cash and securities segregated for regulatory and other purposes	33,000	30,086
Deposits with clearing organizations	25,954	35,816
Receivable from brokers and clearing organizations	479,699	288,113
Receivable from customers, net of allowance for credit losses of $2,256 ($2,548 in 2011)	817,941	837,822
Income taxes receivable	451	6,743
Securities purchased under agreements to resell		847,688
Securities owned, including amounts pledged of $569,995 ($653,651 in 2011), at fair value	759,742	924,541
Notes receivable, net	47,324	54,044
Office facilities, net	28,332	16,976
Deferred tax assets, net	16,340
Intangible assets, net	31,700	35,589
Goodwill	137,889	137,889
Other	164,282	241,803
Assets, Total	2,678,020	3,527,439
Liabilities
Drafts payable	56,586	51,848
Bank call loans	128,300	27,500
Payable to brokers and clearing organizations	204,218	335,610
Payable to customers	692,378	479,896
Securities sold under agreements to repurchase	392,391	1,508,493
Securities sold, but not yet purchased, at fair value	173,450	69,415
Accrued compensation	150,434	144,283
Accounts payable and other liabilities	180,262	184,669
Senior secured note	195,000	195,000
Deferred tax liabilities, net		10,302
Excess of fair value of acquired assets over cost		7,020
Liabilities, Total	2,173,019	3,014,036
Share capital
Common stock	62,181	62,726
Contributed capital	39,231	36,832
Retained earnings	399,121	408,720
Accumulated other comprehensive income (loss)	207	(208)
Total Oppenheimer Holdings Inc. stockholders' equity	500,740	508,070
Non-controlling interest	4,261	5,333
Total equity	505,001	513,403
Total Liabilities and Equity	2,678,020	3,527,439
Class A Stock [Member]
Share capital
Common stock	62,048	62,593
Class B Stock [Member]
Share capital
Common stock	$ 133	$ 133

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Receivable from and Payable to Brokers and Clearing Organizations - Receivable from and Payable to Brokers and Clearing Organizations (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Receivable from brokers and clearing organizations consist of:
Deposits paid for securities borrowed	$ 365,642	$ 217,353
Receivable from brokers	41,091	23,516
Securities failed to deliver	10,031	11,551
Clearing organizations	399	19,209
Omnibus accounts	28,212	15,907
Other	34,324	577
Receivables from broker and clearing organizations	479,699	288,113
Payable to brokers and clearing organizations consist of:
Deposits received for securities loaned	190,387	318,834
Securities failed to receive	11,315	15,236
Clearing organizations and other	2,516	1,540
Payable to brokers and clearing organizations	$ 204,218	$ 335,610

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Supplemental Guarantor Consolidated Financial Statements - Condensed Consolidated Statements of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
REVENUE
Commissions									$ 469,865	$ 492,228	$ 537,730
Principal transactions, net									54,311	47,660	78,384
Interest									57,662	56,779	45,871
Investment banking									89,477	119,202	134,906
Advisory fees									222,732	197,097	187,888
Other									58,565	46,026	51,494
Total revenue	249,415	231,838	233,145	238,214	229,438	231,619	244,518	253,417	952,612	958,992	1,036,273
EXPENSES
Compensation and related expenses									626,411	626,767	676,041
Clearing and exchange fees									23,750	24,991	25,754
Communications and technology									63,359	62,673	64,700
Occupancy and equipment costs									62,818	76,509	74,389
Interest									35,086	38,026	25,750
Other									141,715	112,178	101,648
Total expenses									953,139	941,144	968,282
Profit (loss) before income taxes	(7,135)	5,258	7,839	(6,489)	2,051	4,264	1,704	9,829	(527)	17,848	67,991
Income tax provision (benefit)									324	5,231	27,211
Net profit (loss) for the year									(851)	12,617	40,780
Less net profit attributable to non-controlling interest, net of tax									2,762	2,301	2,248
Equity in subsidiaries
Net profit (loss) attributable to Oppenheimer Holdings Inc.	(3,700)	2,322	2,422	(4,657)	3,433	2,106	(309)	5,086	(3,613)	10,316	38,532
Other Comprehensive income (loss)									415	(415)	750
Parent [Member]
REVENUE
Principal transactions, net										300
Interest										1
Total revenue										301
EXPENSES
Compensation and related expenses									397	288	292
Communications and technology									81	52	18
Interest									17,500	12,541
Other									1,475	2,384	774
Total expenses									19,453	15,265	1,084
Profit (loss) before income taxes									(19,453)	(14,964)	(1,084)
Income tax provision (benefit)									(6,315)	(6,748)	(422)
Net profit (loss) for the year									(13,138)	(8,216)	(662)
Equity in subsidiaries									9,525	18,532	39,194
Net profit (loss) attributable to Oppenheimer Holdings Inc.									(3,613)	10,316	38,532
Other Comprehensive income (loss)										(18)	43
Guarantor Subsidiaries [Member]
REVENUE
Principal transactions, net									752	(1,413)	(276)
Interest									12,070	10,432	7,111
Other									168	1
Total revenue									12,990	9,020	6,835
EXPENSES
Occupancy and equipment costs										(24)
Interest										3,546	6,595
Other									60	299	341
Total expenses									60	3,821	6,936
Profit (loss) before income taxes									12,930	5,199	(101)
Income tax provision (benefit)									6,093	893	(1,796)
Net profit (loss) for the year									6,837	4,306	1,695
Equity in subsidiaries
Net profit (loss) attributable to Oppenheimer Holdings Inc.									6,837	4,306	1,695
Other Comprehensive income (loss)										1,322	(847)
Non-guarantor Subsidiaries [Member]
REVENUE
Commissions									469,865	492,228	537,730
Principal transactions, net									53,559	48,773	78,660
Interest									57,452	56,045	45,869
Investment banking									89,477	120,202	134,906
Advisory fees									225,226	199,565	189,875
Other									58,565	46,025	51,494
Total revenue									954,144	962,838	1,038,534
EXPENSES
Compensation and related expenses									626,014	626,479	675,749
Clearing and exchange fees									23,750	24,991	25,754
Communications and technology									63,278	62,621	64,682
Occupancy and equipment costs									62,986	76,533	74,389
Interest									29,447	31,638	26,264
Other									142,673	112,963	102,520
Total expenses									948,148	935,225	969,358
Profit (loss) before income taxes									5,996	27,613	69,176
Income tax provision (benefit)									546	11,086	29,429
Net profit (loss) for the year									5,450	16,527	39,747
Less net profit attributable to non-controlling interest, net of tax									2,762	2,301	2,248
Equity in subsidiaries
Net profit (loss) attributable to Oppenheimer Holdings Inc.									2,688	14,226	37,499
Other Comprehensive income (loss)									415	(1,719)	1,554
Eliminations [Member]
REVENUE
Interest									(11,860)	(9,699)	(7,109)
Investment banking										(1,000)
Advisory fees									(2,494)	(2,468)	(1,987)
Other									(168)
Total revenue									(14,522)	(13,167)	(9,096)
EXPENSES
Occupancy and equipment costs									(168)
Interest									(11,861)	(9,699)	(7,109)
Other									(2,493)	(3,468)	(1,987)
Total expenses									(14,522)	(13,167)	(9,096)
Net profit (loss) for the year
Less net profit attributable to non-controlling interest, net of tax										0	0
Equity in subsidiaries									(9,525)	(18,532)	(39,194)
Net profit (loss) attributable to Oppenheimer Holdings Inc.									$ (9,525)	$ (18,532)	$ (39,194)

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) In Thousands	Total	Share Capital [Member]	Share Capital [Member] Class A Stock [Member]	Contributed Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Non-controlling Interest [Member]
Balance at Dec. 31, 2009		$ 47,824		$ 41,978	$ 371,753	$ (543)
Stockholders' Equity of Oppenheimer Holdings Inc.	504,330
Tax shortfall from share-based awards				(71)
Grant of non-controlling interest							784
Net profit (loss) for the year attributable to Oppenheimer Holdings Inc.	38,532				38,532
Currency translation adjustment	1,597					1,597
Issuance of Class A non-voting common stock			4,077
Share-based expense				7,611
Net profit attributable to non-controlling interest, net of tax	2,248						2,248
Dividends paid ($0.44 per share)					(5,871)
Change in cash flow hedges, net of tax	(847)					(847)
Vested employee share plan awards				(1,710)
Balance at Dec. 31, 2010	507,362	51,901		47,808	404,414	207	3,032
Stockholders' Equity of Oppenheimer Holdings Inc.	508,070
Tax shortfall from share-based awards				(1,629)
Net profit (loss) for the year attributable to Oppenheimer Holdings Inc.	10,316				10,316
Currency translation adjustment	(1,737)					(1,737)
Issuance of Class A non-voting common stock			10,825
Share-based expense				4,039
Net profit attributable to non-controlling interest, net of tax	2,301						2,301
Dividends paid ($0.44 per share)					(6,010)
Change in cash flow hedges, net of tax	1,322					1,322
Vested employee share plan awards				(13,386)
Balance at Dec. 31, 2011	513,403	62,726		36,832	408,720	(208)	5,333
Stockholders' Equity of Oppenheimer Holdings Inc.	500,740
Tax shortfall from share-based awards				(720)
Net profit (loss) for the year attributable to Oppenheimer Holdings Inc.	(3,613)				(3,613)
Currency translation adjustment	415					415
Issuance of Class A non-voting common stock			1,321
Share-based expense				3,601
Net profit attributable to non-controlling interest, net of tax	2,762						2,762
Dividends paid ($0.44 per share)					(5,986)
Repurchase of Class A non-voting common stock for cancellation			(1,866)
Vested employee share plan awards				(1,316)
Acquisition of non-controlling interest				834			(3,834)
Balance at Dec. 31, 2012	$ 505,001	$ 62,181		$ 39,231	$ 399,121	$ 207	$ 4,261

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Supplemental Guarantor Consolidated Financial Statements - Condensed Consolidating Balance Sheet (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
ASSETS
Cash and cash equivalents	$ 135,366	$ 70,329	$ 52,854	$ 68,918
Cash and securities segregated for regulatory and other purposes	33,000	30,086
Deposits with clearing organizations	25,954	35,816
Receivable from brokers and clearing organizations	479,699	288,113
Receivable from customers, net of allowance for credit losses	817,941	837,822
Income taxes receivable	451	6,743
Securities purchased under agreements to resell		847,688
Securities owned, including amounts pledged of $569,995 and $102,501, respectively for 2012 and 2011, at fair value	759,742	924,541
Notes receivable, net	47,324	54,044
Office facilities, net	28,332	16,976
Deferred tax assets, net	16,340
Intangible assets, net	31,700	35,589
Goodwill	137,889	137,889
Other	164,282	241,803
Assets, Total	2,678,020	3,527,439
Liabilities
Drafts payable	56,586	51,848
Bank call loans	128,300	27,500
Payable to brokers and clearing organizations	204,218	335,610
Payable to customers	692,378	479,896
Securities sold under agreements to repurchase	392,391	1,508,493
Securities sold, but not yet purchased, at fair value	173,450	69,415
Accrued compensation	150,434	144,283
Accounts payable and other liabilities	180,262	184,669
Senior secured note	195,000	195,000
Deferred tax liabilities, net		10,302
Excess of fair value of acquired assets over cost		7,020
Liabilities, Total	2,173,019	3,014,036
Stockholders' equity attributable to Oppenheimer Holdings Inc.	500,740	508,070	504,330
Noncontrolling interest	4,261	5,333
Stockholders' equity	505,001	513,403	507,362
Total Liabilities and Equity	2,678,020	3,527,439
Parent [Member]
ASSETS
Cash and cash equivalents	35	2,555	361	2,475
Income taxes receivable	13,207	6,785
Deferred tax assets, net	(143)	(50)
Other	3,418	4,055
Investment in subsidiaries	506,679	496,512
Intercompany receivables	178,743	199,387
Assets, Total	701,939	709,244
Liabilities
Accounts payable and other liabilities	3,759	3,734
Income taxes payable	2,440	2,440
Senior secured note	195,000	195,000
Excess of fair value of acquired assets over cost
Liabilities, Total	201,199	201,174
Stockholders' equity attributable to Oppenheimer Holdings Inc.	500,740	508,070
Stockholders' equity	500,740	508,070
Total Liabilities and Equity	701,939	709,244
Guarantor Subsidiaries [Member]
ASSETS
Cash and cash equivalents	40,658	11,882	(241)	2,359
Receivable from brokers and clearing organizations		20
Income taxes receivable	30,568	30,942
Securities owned, including amounts pledged of $569,995 and $102,501, respectively for 2012 and 2011, at fair value	2,459	17,811
Subordinated loan receivable	112,558	112,558
Office facilities, net	15,547
Deferred tax assets, net	309	309
Other	1,437	1,533
Investment in subsidiaries	880,609	896,819
Intercompany receivables	(114,449)	(128,746)
Assets, Total	969,696	943,128
Liabilities
Accounts payable and other liabilities	43,350	6,915
Income taxes payable	22,189	22,189
Deferred tax liabilities, net	(943)	(1,855)
Excess of fair value of acquired assets over cost
Intercompany payables	36,605	37,126
Liabilities, Total	101,201	64,375
Stockholders' equity attributable to Oppenheimer Holdings Inc.	868,495	878,753
Stockholders' equity	868,495	878,753
Total Liabilities and Equity	969,696	943,128
Non-guarantor Subsidiaries [Member]
ASSETS
Cash and cash equivalents	94,673	55,892	52,734	64,084
Cash and securities segregated for regulatory and other purposes	33,000	30,086
Deposits with clearing organizations	25,954	35,816
Receivable from brokers and clearing organizations	479,699	288,093
Receivable from customers, net of allowance for credit losses	817,941	837,822
Income taxes receivable	(450)	(702)
Securities purchased under agreements to resell		847,688
Securities owned, including amounts pledged of $569,995 and $102,501, respectively for 2012 and 2011, at fair value	757,283	906,730
Notes receivable, net	47,324	54,044
Office facilities, net	12,785	16,976
Deferred tax assets, net	52,350	21,130
Intangible assets, net	31,700	35,589
Goodwill	137,889	137,889
Other	159,427	236,215
Investment in subsidiaries	(195,045)	(199,063)
Intercompany receivables	(27,686)	(33,506)
Assets, Total	2,426,844	3,270,699
Liabilities
Drafts payable	56,586	51,848
Bank call loans	128,300	27,500
Payable to brokers and clearing organizations	204,218	335,610
Payable to customers	692,378	479,896
Securities sold under agreements to repurchase	392,391	1,508,493
Securities sold, but not yet purchased, at fair value	173,450	69,415
Accrued compensation	150,434	144,283
Accounts payable and other liabilities	133,646	174,318
Income taxes payable	18,687	5,653
Subordinated indebtedness	112,558	112,558
Deferred tax liabilities, net	36,677	33,546
Excess of fair value of acquired assets over cost		7,020
Liabilities, Total	2,099,325	2,950,140
Stockholders' equity attributable to Oppenheimer Holdings Inc.	323,258	315,226
Noncontrolling interest	4,261	5,333
Stockholders' equity	327,519	320,559
Total Liabilities and Equity	2,426,844	3,270,699
Eliminations [Member]
ASSETS
Cash and cash equivalents
Income taxes receivable	(42,874)	(30,282)
Subordinated loan receivable	(112,558)	(112,558)
Deferred tax assets, net	(36,176)	(21,389)
Investment in subsidiaries	(1,192,243)	(1,194,268)
Intercompany receivables	(36,608)	(37,135)
Assets, Total	(1,420,459)	(1,395,632)
Liabilities
Accounts payable and other liabilities	(493)	(298)
Income taxes payable	(43,316)	(30,282)
Subordinated indebtedness	(112,558)	(112,558)
Deferred tax liabilities, net	(35,734)	(21,389)
Excess of fair value of acquired assets over cost
Intercompany payables	(36,605)	(37,126)
Liabilities, Total	(228,706)	(201,653)
Stockholders' equity attributable to Oppenheimer Holdings Inc.	(1,191,753)	(1,193,979)
Stockholders' equity	(1,191,753)	(1,193,979)
Total Liabilities and Equity	$ (1,420,459)	$ (1,395,632)

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Office Facilities - Summary of Office Facilities Expenses (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Cost	$ 117,359
Accumulated depreciation/ Amortization	89,027
Net book value	28,332	16,976
Furniture, fixtures and equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	70,432
Accumulated depreciation/ Amortization	61,083
Net book value	9,349	11,628
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Cost	46,927
Accumulated depreciation/ Amortization	27,944
Net book value	$ 18,983	$ 5,348

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Share capital (Tables)

12 Months Ended

Dec. 31, 2012

Changes in Number of Shares of Class A Stock Outstanding

The following table reflects changes in the number of shares of Class A Stock outstanding for the periods indicated:

	2012			2011		2010
Class A Stock outstanding, beginning of year		13,572,265			13,268,522		13,118,001
Issued pursuant to share-based compensation plans*		57,652			303,743		150,521
Repurchased and cancelled pursuant to the issuer bid		(121,599	)		—		—
Class A Stock outstanding, end of year		13,508,318			13,572,265		13,268,522

* Share-based compensation plans are described in note 12.

Summary of Dividends Paid Per Share

In 2012, the Company paid cash dividends of $0.44 per share to holders of Class A and Class B Stock as follows ($0.44 in 2011 and 2010):

Dividends per share	Record Date	Payment Date
$0.11	February 10, 2012	February 24, 2012
$0.11	May 11, 2012	May 25, 2012
$0.11	August 10, 2012	August 24, 2012
$0.11	November 9, 2012	November 23, 2012

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Long-term debt - Additional Information (Detail) (USD $)	12 Months Ended			1 Months Ended	12 Months Ended
	Dec. 31, 2011 Senior Secured Credit Note [Member]	Dec. 31, 2010 Senior Secured Credit Note [Member]	Apr. 12, 2011 Senior Secured Credit Note [Member]	Apr. 12, 2011 Subordinated Note [Member]	Dec. 31, 2011 Subordinated Note [Member]	Dec. 31, 2010 Subordinated Note [Member]	Dec. 31, 2012 Senior Secured Notes [Member]	Dec. 31, 2011 Senior Secured Notes [Member]	Dec. 31, 2010 Senior Secured Notes [Member]
Debt Instrument [Line Items]
Repurchase of notes								$ 5,000,000
Repurchase of notes at cost								4,700,000
Gain on repurchase notes								300,000
Interest expense on note	306,000	1,500,000			1,600,000	5,700,000	17,100,000	12,500,000	0
Interest paid on notes							17,100,000	8,900,000
Senior Notes trading value							104.56
Senior Notes base value							100
Senior secured credit note repayment, Principal balance			22,400,000
Subordinated note repayment, Principal balance				$ 100,000,000

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Regulatory requirements

12 Months Ended

Dec. 31, 2012

Regulatory requirements

14. Regulatory requirements

The Company’s U.S. broker dealer subsidiaries, Oppenheimer and Freedom, are subject to the uniform net capital requirements of the SEC under Rule 15c3-1 (the “Rule”) promulgated under Securities Exchange Act of 1934, as amended (the “Exchange Act”). Oppenheimer computes its net capital requirements under the alternative method provided for in the Rule which requires that Oppenheimer maintain net capital equal to two percent of aggregate customer-related debit items, as defined in SEC Rule 15c3-3. At December 31, 2012, the net capital of Oppenheimer as calculated under the Rule was $141.7 million or 11.06% of Oppenheimer’s aggregate debit items. This was $116.0 million in excess of the minimum required net capital at that date. Freedom computes its net capital requirement under the basic method provided for in the Rule, which requires that Freedom maintain net capital equal to the greater of $250,000 or 6-2/3% of aggregate indebtedness, as defined. At December 31, 2012, Freedom had net capital of $4.6 million, which was $4.4 million in excess of the $250,000 required to be maintained at that date.

At December 31, 2012, Oppenheimer and Freedom had $14.9 million and $17.1 million, respectively, in cash and U.S. Treasury securities segregated under Federal and other regulations.

At December 31, 2012, the regulatory capital of Oppenheimer Europe Ltd. was $6.1 million which was $2.7 million in excess of the $3.4 million required to be maintained at that date. Oppenheimer Europe Ltd. computes its regulatory capital pursuant to the Fixed Overhead Method prescribed by the Financial Services Authority of the United Kingdom.

At December 31, 2012, the regulatory capital of Oppenheimer Investments Asia Ltd. was $1.3 million, which was $887,000 in excess of the $387,000 required to be maintained on that date. Oppenheimer Investments Asia Ltd. computes its regulatory capital pursuant to the requirements of the Securities and Futures Commission in Hong Kong.

In accordance with the SEC’s No-Action Letter dated November 3, 1998, the Company has computed a reserve requirement for the proprietary accounts of introducing firms as of December 31, 2012. The Company had no deposit requirements as of December 31, 2012.

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Earnings per share (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Earnings Per Share

Earnings per share has been calculated as follows:

Expressed in thousands of dollars, except share and per share amounts.

	Year ended December 31,
	2012			2011		2010
Basic weighted average number of shares outstanding		13,602,205			13,638,087		13,340,846
Net dilutive effect of warrants, treasury method (1)		—			—		—
Net dilutive effect of share-based awards, treasury method (2)		—			298,646		556,415
Diluted common shares		13,602,205			13,936,733		13,897,261
Net profit (loss), for the year	$	(851	)	$	12,617	$	40,780
Net profit attributable to non-controlling interests		2,762			2,301		2,248
Net profit available to Oppenheimer Holdings Inc. stockholders and assumed conversions	$	(3,613	)	$	10,316	$	38,532
Basic earnings per share	$	(0.27	)	$	0.76	$	2.89
Diluted earnings per share	$	(0.27	)	$	0.74	$	2.77

(1) As part of the consideration for the 2008 acquisition of certain businesses from CIBC World Markets Corp., the Company issued a warrant to CIBC to purchase 1 million shares of Class A Stock of the Company at $48.62 per share exercisable five years from the January 14, 2008 acquisition date. The warrants expire on April 13, 2013. For the years ended December 31, 2012, 2011 and 2010, the effect of the warrants is anti-dilutive.

(2) The diluted earnings per share computations do not include the antidilutive effect of the following items:

	Year ended December 31,
	2012		2011		2010
Number of antidilutive warrants, options and restricted shares, for the year		1,936,871		1,142,028		1,254,279

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Segment Information

12 Months Ended

Dec. 31, 2012

Segment Information

16. Segment Information

The Company has determined its reportable segments based on the Company’s method of internal reporting, which disaggregates its retail business by branch and its proprietary and investment banking businesses by product. The Company’s segments are: Private Client which includes commission and fee income earned on client transactions, net interest earnings on client margin loans and cash balances, stock loan activities and financing activities; Capital Markets which includes investment banking, market-making activities in over-the-counter equities, institutional trading in both fixed income and equities, structured assets transactions, bond trading, trading in mortgage-backed securities, corporate underwriting activities, public finance activities, syndicate participation, mortgage brokerage and servicing as well as the Company’s operations in the United Kingdom, Hong Kong, and Israel; and Asset Management which includes fees from money market funds and the investment management services of Oppenheimer Asset Management Inc. and Oppenheimer’s asset management divisions employing various programs to professionally manage client assets either in individual accounts or in funds. The Company evaluates the performance of its segments and allocates resources to them based upon profitability.

The table below presents information about the reported revenue and profit before income taxes of the Company for the years ended December 31, 2012, 2011 and 2010. Asset information by reportable segment is not reported, since the Company does not produce such information for internal use.

Expressed in thousands of dollars.

	Year ended December 31,
	2012			2011			2010
Revenue:
Private Client (1) (2)	$	547,583		$	538,441		$	572,590
Capital Markets		312,088			346,588			390,903
Asset Management (1)		92,941			73,963			72,780
Total	$	952,612		$	958,992		$	1,036,273
Profit (loss) before income taxes:
Private Client (2)	$	25,014		$	18,196		$	27,953
Capital Markets (3)		(51,334	)		(15,740	)		19,867
Asset Management		25,793			15,392			20,171
Total	$	(527	)	$	17,848		$	67,991

(1) For the year ended December 31, 2012, the Asset Management and the Private Client segments earned performance fees of approximately $3.5 million and $7.6 million, respectively ($2.0 million and $1.0 million, respectively, in 2011 and $6.8 million and $6.1 million, respectively, in 2010). These fees are based on participation as general partner in various alternative investments.

(2) For the years ended December 31, 2012, the Private Client segment continued to be negatively impacted by the low interest rate environment. Revenue from margin interest, money fund products and sponsored FDIC-covered deposits totaled $35.1 million ($33.9 million in 2011 and $37.7 million in 2010).

(3) Includes $30 million award against the Company in U.S. Airways matter. See note 18.

Revenues, classified by the major geographic areas in which they were earned for the years ended December 31, 2012, 2011 and 2010, were as follows:

Expressed in thousands of dollars.

	2012		2011		2010
United States	$	908,869	$	909,662	$	976,402
Europe / Middle East		28,431		28,858		28,077
Asia		7,613		11,301		16,511
South America		7,699		9,171		15,283
Total	$	952,612	$	958,992	$	1,036,273

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Share capital - Summary of Dividends Paid Per Share (Detail) (USD $)	1 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012 Record Date - February 10, 2012 [Member]	Dec. 31, 2012 Record Date - May 11, 2012 [Member]	Dec. 31, 2012 Record Date - August 10, 2012 [Member]	Dec. 31, 2012 Record Date - November 9, 2012 [Member]
Class of Stock [Line Items]
Dividends per share		$ 0.11	$ 0.11	$ 0.11	$ 0.11
Record Date	Feb. 08, 2013	Feb. 10, 2012	May 11, 2012	Aug. 10, 2012	Nov. 09, 2012
Payment Date	Feb. 22, 2013	Feb. 24, 2012	May 25, 2012	Aug. 24, 2012	Nov. 23, 2012

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) (Retained Earnings [Member], USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Dividends	$ 0.44	$ 0.44	$ 0.44

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Oct. 07, 2011	Dec. 31, 2010	Dec. 31, 2009
Allowance for credit losses	2,256	2,548
Amounts pledged	569,995	653,651
Class A Stock [Member]
Common stock issued	13,508,318	13,572,265	13,572,265
Common stock, shares outstanding	13,508,318	13,572,265		13,268,522	13,118,001
Class B Stock [Member]
Common stock issued	99,680	99,680
Common stock, shares outstanding	99,680	99,680

XML

Contributed Capital

12 Months Ended

Dec. 31, 2012

Contributed Capital

9. Contributed Capital

Contributed capital includes the impact of share-based awards. See note 12 for further discussion. Also included in contributed capital is the grant date fair value of warrants issued in 2008 which expire on April 13, 2013.

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Supplemental Guarantor Consolidated Financial Statements - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2012
Interest owned by the holding company	100.00%

XML

Subsequent events - Additional Information (Detail) (USD $)	1 Months Ended	12 Months Ended	1 Months Ended
	Dec. 31, 2012	Dec. 31, 2012	Jan. 31, 2013 Pending Litigation [Member]
Dividends Payable [Line Items]
Cash dividend payable amount per share	$ 0.11
Cash dividend payable	$ 1,500,000
Date of payment of dividend	Feb. 22, 2013
Date of record of dividend	Feb. 08, 2013
Date of announcement of dividend	Jan. 24, 2013
Contingency damages amount		30,000,000	30,000,000
Claim amount including interest and costs			140,000,000
Initial claim amount including interest and costs			$ 253,000,000
Case filed date			February 2009

XML

Document and Entity Information (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Jun. 30, 2012	Feb. 28, 2013 Class A Stock [Member]	Feb. 28, 2013 Class B Stock [Member]
Entity Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Trading Symbol	OPY
Entity Registrant Name	OPPENHEIMER HOLDINGS INC
Entity Central Index Key	0000791963
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding			13,508,318	99,680
Entity Public Float		$ 212.0

XML

Earnings per share

12 Months Ended

Dec. 31, 2012

Earnings per share

10. Earnings per share

Basic earnings per share was computed by dividing net profit by the weighted average number of shares of Class A and Class B Stock outstanding. Diluted earnings per share includes the weighted average number of shares of Class A and Class B Stock outstanding and the effects of the warrants using the if converted method and options to purchase the Class A Stock and restricted stock awards of Class A Stock using the treasury stock method.

Earnings per share has been calculated as follows:

Expressed in thousands of dollars, except share and per share amounts.

	Year ended December 31,
	2012			2011		2010
Basic weighted average number of shares outstanding		13,602,205			13,638,087		13,340,846
Net dilutive effect of warrants, treasury method (1)		—			—		—
Net dilutive effect of share-based awards, treasury method (2)		—			298,646		556,415
Diluted common shares		13,602,205			13,936,733		13,897,261
Net profit (loss), for the year	$	(851	)	$	12,617	$	40,780
Net profit attributable to non-controlling interests		2,762			2,301		2,248
Net profit available to Oppenheimer Holdings Inc. stockholders and assumed conversions	$	(3,613	)	$	10,316	$	38,532
Basic earnings per share	$	(0.27	)	$	0.76	$	2.89
Diluted earnings per share	$	(0.27	)	$	0.74	$	2.77

(1) As part of the consideration for the 2008 acquisition of certain businesses from CIBC World Markets Corp., the Company issued a warrant to CIBC to purchase 1 million shares of Class A Stock of the Company at $48.62 per share exercisable five years from the January 14, 2008 acquisition date. The warrants expire on April 13, 2013. For the years ended December 31, 2012, 2011 and 2010, the effect of the warrants is anti-dilutive.

(2) The diluted earnings per share computations do not include the antidilutive effect of the following items:

	Year ended December 31,
	2012		2011		2010
Number of antidilutive warrants, options and restricted shares, for the year		1,936,871		1,142,028		1,254,279

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Employee Compensation Plans - Summarizes Stock Options Outstanding and Exercisable (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012
Range of exercise prices One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding	31,454
Weighted average remaining contractual life	1 year 5 months 9 days
Weighted average exercise price of outstanding options	$ 13.76
Number exercisable (vested)	16,757
Weighted average exercise price of vested options	$ 12.91
Lower range of exercise prices	$ 9.60
Upper range of exercise prices	$ 25.00
Range of exercise prices Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding	55,349
Weighted average remaining contractual life	2 years 6 months 26 days
Weighted average exercise price of outstanding options	$ 28.81
Number exercisable (vested)	19,266
Weighted average exercise price of vested options	$ 31.01
Lower range of exercise prices	$ 25.01
Upper range of exercise prices	$ 39.45
Range of exercise prices Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding	86,803
Weighted average remaining contractual life	2 years 1 month 28 days
Weighted average exercise price of outstanding options	$ 23.35
Number exercisable (vested)	36,023
Weighted average exercise price of vested options	$ 22.59
Lower range of exercise prices	$ 9.60
Upper range of exercise prices	$ 39.45

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Segment Information - Revenues Classified by Major Geographic Areas (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 249,415	$ 231,838	$ 233,145	$ 238,214	$ 229,438	$ 231,619	$ 244,518	$ 253,417	$ 952,612	$ 958,992	$ 1,036,273
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue									908,869	909,662	976,402
Europe / Middle East [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue									28,431	28,858	28,077
Asia [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue									7,613	11,301	16,511
South America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue									$ 7,699	$ 9,171	$ 15,283

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
REVENUE
Commissions									$ 469,865	$ 492,228	$ 537,730
Principal transactions, net									54,311	47,660	78,384
Interest									57,662	56,779	45,871
Investment banking									89,477	119,202	134,906
Advisory fees									222,732	197,097	187,888
Other									58,565	46,026	51,494
Total revenue	249,415	231,838	233,145	238,214	229,438	231,619	244,518	253,417	952,612	958,992	1,036,273
EXPENSES
Compensation and related expenses									626,411	626,767	676,041
Clearing and exchange fees									23,750	24,991	25,754
Communications and technology									63,359	62,673	64,700
Occupancy and equipment costs									62,818	76,509	74,389
Interest									35,086	38,026	25,750
Other									141,715	112,178	101,648
Total expenses									953,139	941,144	968,282
Profit (loss) before income taxes	(7,135)	5,258	7,839	(6,489)	2,051	4,264	1,704	9,829	(527)	17,848	67,991
Income tax provision									324	5,231	27,211
Net profit (loss) for the year									(851)	12,617	40,780
Less net profit attributable to non-controlling interest, net of tax									2,762	2,301	2,248
Net profit (loss) attributable to Oppenheimer Holdings Inc.	$ (3,700)	$ 2,322	$ 2,422	$ (4,657)	$ 3,433	$ 2,106	$ (309)	$ 5,086	$ (3,613)	$ 10,316	$ 38,532
Earnings (loss) per share attributable to Oppenheimer Holdings Inc.
Basic	$ (0.27)	$ 0.17	$ 0.18	$ (0.34)	$ 0.25	$ 0.15	$ (0.02)	$ 0.38	$ (0.27)	$ 0.76	$ 2.89
Diluted	$ (0.27)	$ 0.16	$ 0.17	$ (0.34)	$ 0.25	$ 0.15	$ (0.02)	$ 0.36	$ (0.27)	$ 0.74	$ 2.77
Weighted average shares
Basic									13,602,205	13,638,087	13,340,846
Diluted									13,602,205	13,936,733	13,897,261

XML

Financial instruments

12 Months Ended

Dec. 31, 2012

Financial instruments

4. Financial instruments

Securities owned and securities sold but not yet purchased, investments and derivative contracts are carried at fair value with changes in fair value recognized in earnings each period. The Company’s other financial instruments are generally short-term in nature or have variable interest rates and as such their carrying values approximate fair value, with the exception of notes receivable from employees which are carried at cost.

Securities Owned and Securities Sold, But Not Yet Purchased at Fair Value

Expressed in thousands of dollars.

	December 31, 2012				December 31, 2011
	Owned		Sold		Owned		Sold
U.S. Treasury, agency and sovereign obligations	$	525,255	$	131,930	$	682,805	$	27,509
Corporate debt and other obligations		14,428		1,858		27,188		3,696
Mortgage and other asset-backed securities		2,920		18		4,609		14
Municipal obligations		59,010		467		54,963		485
Convertible bonds		49,130		8,868		50,157		8,533
Corporate equities		43,708		29,884		38,634		29,056
Other		65,291		425		66,185		122
Total	$	759,742	$	173,450	$	924,541	$	69,415

Securities owned and securities sold, but not yet purchased, consist of trading and investment securities at fair values. Included in securities owned at December 31, 2012 are corporate equities with estimated fair values of approximately $14.0 million ($13.2 million at December 31, 2011), which are related to deferred compensation liabilities to certain employees included in accrued compensation on the consolidated balance sheet. As of December 31, 2012, the Company did not have any exposure to European sovereign debt.

Valuation Techniques

A description of the valuation techniques applied and inputs used in measuring the fair value of the Company’s financial instruments is as follows:

U.S. Treasury Obligations

U.S. Treasury securities are valued using quoted market prices obtained from active market makers and inter-dealer brokers and, accordingly, are categorized in Level 1 in the fair value hierarchy.

U.S. Agency Obligations

U.S. agency securities consist of agency issued debt securities and mortgage pass-through securities. Non-callable agency issued debt securities are generally valued using quoted market prices. Callable agency issued debt securities are valued by benchmarking model-derived prices to quoted market prices and trade data for identical or comparable securities. The fair value of mortgage pass-through securities are model driven with respect to spreads of the comparable To-be-announced (“TBA”) security. Actively traded non-callable agency issued debt securities are categorized in Level 1 of the fair value hierarchy. Callable agency issued debt securities and mortgage pass-through securities are generally categorized in Level 2 of the fair value hierarchy.

Sovereign Obligations

The fair value of sovereign obligations is determined based on quoted market prices when available or a valuation model that generally utilizes interest rate yield curves and credit spreads as inputs. Sovereign obligations are categorized in Level 1 or 2 of the fair value hierarchy.

Corporate Debt & Other Obligations

The fair value of corporate bonds is estimated using recent transactions, broker quotations and bond spread information. Corporate bonds are generally categorized in Level 2 of the fair value hierarchy.

Mortgage and Other Asset-Backed Securities

The Company holds non-agency securities collateralized by home equity and various other types of collateral which are valued based on external pricing and spread data provided by independent pricing services and are generally categorized in Level 2 of the fair value hierarchy. When specific external pricing is not observable, the valuation is based on yields and spreads for comparable bonds and, consequently, the positions are categorized in Level 3 of the fair value hierarchy.

Municipal Obligations

The fair value of municipal obligations is estimated using recently executed transactions, broker quotations, and bond spread information. These obligations are generally categorized in Level 2 of the fair value hierarchy; in instances where significant inputs are unobservable, they are categorized in Level 3 of the hierarchy.

Convertible Bonds

The fair value of convertible bonds is estimated using recently executed transactions and dollar-neutral price quotations, where observable. When observable price quotations are not available, fair value is determined based on cash flow models using yield curves and bond spreads as key inputs. Convertible bonds are generally categorized in Level 2 of the fair value hierarchy; in instances where significant inputs are unobservable, they are categorized in Level 3 of the hierarchy.

Corporate Equities

Equity securities and options are generally valued based on quoted prices from the exchange or market where traded and categorized as Level 1 in the fair value hierarchy. To the extent quoted prices are not available, prices are generally derived using bid/ask spreads, and these securities are generally categorized in Level 2 of the fair value hierarchy.

Other

In February 2010, Oppenheimer finalized settlements with each of the New York Attorney General’s office (“NYAG”) and the Massachusetts Securities Division (“MSD” and, together with the NYAG, the “Regulators”) concluding investigations and administrative proceedings by the Regulators concerning Oppenheimer’s marketing and sale of ARS. Pursuant to those settlements and legal settlements, as of December 31, 2012, the Company purchased and holds approximately $77.1 million in ARS from its clients pursuant to several purchase offers and legal settlements. The Company’s purchases of ARS from its clients will, subject to the terms and conditions of the settlements with the regulators, continue on a periodic basis pursuant to the settlements with the Regulators. In addition, the Company is committed to purchase another $38.3 million in ARS from clients through 2016. The ultimate amount of ARS to be repurchased by the Company cannot be predicted with any certainty and will be impacted by redemptions by issuers and legal and other actions by clients during the relevant period, which cannot be predicted. The Company also held $150,000 in ARS in its proprietary trading account as of December 31, 2012 as a result of the failed auctions in February 2008. These ARS positions primarily represent Auction Rate Preferred Securities issued by closed-end funds and, to a lesser extent, Municipal Auction Rate Securities which are municipal bonds wrapped by municipal bond insurance and Student Loan Auction Rate Securities which are asset-backed securities backed by student loans.

Interest rates on ARS typically reset through periodic auctions. Due to the auction mechanism and generally liquid markets, ARS have historically been categorized as Level 1 in the fair value hierarchy. Beginning in February 2008, uncertainties in the credit markets resulted in substantially all of the ARS market experiencing failed auctions. Once the auctions failed, the ARS could no longer be valued using observable prices set in the auctions. The Company has used less observable determinants of the fair value of ARS, including the strength in the underlying credits, announced issuer redemptions, completed issuer redemptions, and announcements from issuers regarding their intentions with respect to their outstanding ARS. The Company has also developed an internal methodology to discount for the lack of liquidity and non-performance risk of the failed auctions. Key inputs include spreads on comparable Treasury yields to derive a discount rate, an estimate of the ARS duration, and yields based on current auctions in comparable securities that have not failed. Additional information regarding the valuation technique and inputs used is as follows:

Expressed in thousands of dollars.

Quantitative Information about Level 3 Fair Value Measurements at December 31, 2012

Product	Principal		Valuation Adjustment		Fair Value		Valuation Technique	Unobservable Input	Range
Auction Rate Securities(1)	$	115,308	$	7,744	$	107,564	Discounted Cash Flow	Discount Rate	0.80% to 2.57%
								Duration	5 to 8 Years
								Current Yield(2)	0.18% to 1.34%

(1) Includes ARS owned by the Company of $77.1 million included in the consolidated balance sheet at December 31, 2012 as well as additional commitments to purchase ARS from clients of $38.3 million which is disclosed in the notes to the consolidated balance sheet.

(2) Based on current auctions in comparable securities that have not failed.

The fair value of ARS is particularly sensitive to movements in interest rates. Increases in short-term interest rates would increase the discount rate input used in the ARS valuation and thus reduce the fair value of the ARS (increase the valuation adjustment). Conversely, decreases in short-term interest rates would decrease the discount rate and thus increase the fair value of ARS (decrease the valuation adjustment). However, an increase (decrease) in the discount rate input would be partially mitigated by an increase (decrease) in the current yield earned on the underlying ARS asset increasing the cash flows and thus the fair value. Furthermore, movements in short term interest rates would likely impact the ARS duration (i.e., sensitivity of the price to a change in interest rates), which would also have a mitigating affect on interest rate movements. For example, as interest rates increase, issuers of ARS have an incentive to redeem outstanding securities as servicing the interest payments gets prohibitively expensive which would lower the duration assumption thereby increasing the ARS fair value. Alternatively, ARS issuers are less likely to redeem ARS in a lower interest rate environment as it is a relatively inexpensive source of financing which would increase the duration assumption thereby decreasing the ARS fair value.

Due to the less observable nature of these inputs, the Company categorizes ARS in Level 3 of the fair value hierarchy. As of December 31, 2012, the Company had a valuation adjustment (unrealized loss) of $7.7 million for ARS.

Investments

In its role as general partner in certain hedge funds and private equity funds, the Company, through its subsidiaries, holds direct investments in such funds. The Company uses the net asset value of the underlying fund as a basis for estimating the fair value of its investment. Due to the illiquid nature of these investments and difficulties in obtaining observable inputs, these investments are included in Level 3 of the fair value hierarchy.

The following table provides information about the Company’s investments in Company-sponsored funds at December 31, 2012:

Expressed in thousands of dollars.

	Fair Value		Unfunded Commitments		Redemption Frequency	Redemption Notice Period
Hedge Funds(1)	$	1,118	$	—	Quarterly - Annually	30 - 120 Days
Private Equity Funds(2)		3,499		927	N/A	N/A
Distressed Opportunities Investment Trust(3)		7,492		—	N/A	N/A
Total	$	12,109	$	927

(1) Includes investments in hedge funds and hedge fund of funds that pursue long/short, event-driven, and activist strategies.

(2) Includes private equity funds and private equity fund of funds with a focus on diversified portfolios, real estate and global natural resources.

(3) Special purpose vehicle that invests in distressed debt of U.S. companies.

Derivative Contracts

From time to time, the Company transacts in exchange-traded and over-the-counter derivative transactions to manage its interest rate risk. Exchange-traded derivatives, namely U.S. Treasury futures, Federal funds futures, and Eurodollar futures, are valued based on quoted prices from the exchange and are categorized in Level 1 of the fair value hierarchy. Over-the-counter derivatives, namely interest rate swap and interest rate cap contracts are valued using a discounted cash flow model and the Black-Scholes model, respectively, using observable interest rate inputs and are categorized in Level 2 of the fair value hierarchy.

As described below in “Credit Concentrations”, the Company participates in loan syndications and operates as underwriting agent in leveraged financing transactions where it utilizes a warehouse facility provided by a commercial bank to extend financing commitments to third-party borrowers identified by the Company. The Company uses broker quotations on loans trading in the secondary market as a proxy to determine the fair value of the underlying loan commitment which is categorized in Level 3 of the fair value hierarchy. The Company also purchases and sells loans in its proprietary trading book. The Company uses broker quotations to determine the fair value of loan positions held which are categorized in Level 2 of the fair value hierarchy.

The Company from time to time enters into securities financing transactions that mature on the same date as the underlying collateral (referred to as “repo-to-maturity” transactions). Such transactions are treated as a sale of financial assets and a forward repurchase commitment, or conversely as a purchase of financial assets and a forward reverse repurchase commitment. The forward repurchase and reverse repurchase commitments are valued based on the spread between the market value of the government security and the underlying collateral and are categorized in Level 2 of the fair value hierarchy. As of December 31, 2012, the Company did not have any repo-to-maturity transactions.

Fair Value Measurements

The Company’s assets and liabilities, recorded at fair value on a recurring basis as of December 31, 2012 and 2011, have been categorized based upon the above fair value hierarchy as follows:

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2012

Expressed in thousands of dollars.

	Fair Value Measurement: Assets
	As of December 31, 2012
	Level 1		Level 2		Level 3		Total
Cash equivalents	$	58,945	$	—	$	—	$	58,945
Cash and securities segregated for regulatory and other purposes		11,499		—		—		11,499
Deposits with clearing organization		9,095		—		—		9,095
Securities owned:
U.S. Treasury securities		497,546		—		—		497,546
U.S. Agency securities		—		27,690		—		27,690
Sovereign obligations		—		19		—		19
Corporate debt and other obligations		2,459		11,969		—		14,428
Mortgage and other asset-backed securities		—		2,880		40		2,920
Municipal obligations		—		49,616		9,394		59,010
Convertible bonds		—		49,130		—		49,130
Corporate equities		31,958		11,750		—		43,708
Other		2,328		—		62,963		65,291
Securities owned, at fair value		534,291		153,054		72,397		759,742
Investments(1)		10,477		37,088		12,954		60,519
TBAs		—		3,188		—		3,188
Total	$	624,307	$	193,330	$	85,351	$	902,988
	Fair Value Measurement: Liabilities
	As of December 31, 2012
	Level 1		Level 2		Level 3		Total
Securities sold, not yet purchased:
U.S. Treasury securities	$	131,899	$	—	$	—	$	131,899
U.S. Agency securities		—		31		—		31
Corporate debt and other obligations		—		1,858		—		1,858
Mortgage and other asset-backed securities		—		18		—		18
Municipal obligations		—		467		—		467
Convertible bonds		—		8,868		—		8,868
Corporate equities		20,946		8,938		—		29,884
Other		325		—		100		425
Securities sold, not yet purchased at fair value		153,170		20,180		100		173,450
Investments		258		—		—		258
Derivative contracts		286		124		2,647		3,057
TBAs		—		175		—		175
Total	$	153,714	$	20,479	$	2,747	$	176,940

⁽¹⁾ Included in other assets on the consolidated balance sheet.

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2011

Expressed in thousands of dollars.

	Fair Value Measurement: Assets
	As of December 31, 2011
	Level 1		Level 2		Level 3		Total
Cash equivalents	$	30,924	$	—	$	—	$	30,924
Cash and securities segregated for regulatory and other purposes		11,500		—		—		11,500
Deposits with clearing organizations		9,095		—		—		9,095
Securities owned:
U.S. Treasury securities		627,870		—		—		627,870
U.S. Agency securities		32,663		21,695		—		54,358
Sovereign obligations		—		577		—		577
Corporate debt and other obligations		12,538		14,650		—		27,188
Mortgage and other asset-backed securities		—		4,593		16		4,609
Municipal obligations		—		51,401		3,562		54,963
Convertible bonds		—		50,157		—		50,157
Corporate equities		29,150		9,484		—		38,634
Other		1,184		—		65,001		66,185
Securities owned, at fair value		703,405		152,557		68,579		924,541
Investments(1)		1,512		32,964		12,482		46,958
Derivative contracts		—		20		—		20
TBAs		—		5,791		—		5,791
Securities purchased under agreements to resell (2)		—		847,610		—		847,610
Total	$	756,436	$	1,038,942	$	81,061	$	1,876,439
	Fair Value Measurement: Liabilities
	As of December 31, 2011
	Level 1		Level 2		Level 3		Total
Securities sold, not yet purchased:
U.S. Treasury securities	$	27,462	$	—	$	—	$	27,462
U.S. Agency securities		—		47		—		47
Sovereign obligations		—		—		—		—
Corporate debt and other obligations		—		3,696		—		3,696
Mortgage and other asset-backed securities		—		14		—		14
Municipal obligations		—		485		—		485
Convertible bonds		—		8,533		—		8,533
Corporate equities		16,467		12,589		—		29,056
Other		72		—		50		122
Securities sold, not yet purchased at fair value		44,001		25,364		50		69,415
Investments		26		—		—		26
Derivative contracts		66		8		2,347		2,421
TBAs		—		2,254		—		2,254
Total	$	44,093	$	27,626	$	2,397	$	74,116

⁽¹⁾ Included in other assets on the consolidated balance sheet.

⁽²⁾  Includes securities purchased under agreements to resell where the Company has elected fair value option treatment.

There were no significant transfers between Level 1 and Level 2 assets and liabilities in the year ended December 31, 2012.

The following tables present changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended December 31, 2012 and 2011:

Expressed in thousands of dollars.

	Level 3 Assets and Liabilities
	For the Year Ended December 31, 2012
	Beginning Balance		Realized Gains (Losses)(4)			Unrealized Gains (Losses)(4)(5)			Purchases & Issuances			Sales & Settlements			Transfers In / Out			Ending Balance
Assets:
Mortgage and other asset-backed securities(1)	$	16		(7	)		6			116			(89	)		(2	)	$	40
Municipals	$	3,562		(4	)		(1,757	)		10,035			(2,442	)		—		$	9,394
Other(2)	$	65,001		—			(1,192	)		24,875			(25,721	)		—		$	62,963
Investments(3)	$	12,482		(9	)		424			488			(442	)		11		$	12,954
Liabilities:
Mortgage and other asset-backed securities(1)	$	—		—			—			—			—			—		$	—
Other(2)	$	50		—			—			(50	)		100			—		$	100
Derivative contracts	$	2,347		—			300			—			—			—		$	2,647

⁽¹⁾ Represents private placements of non-agency collateralized mortgage obligations.

⁽²⁾ Represents auction rate securities that failed in the auction rate market.

⁽³⁾ Primarily represents general partner ownership interests in hedge funds and private equity funds sponsored by the Company.

⁽⁴⁾  Included in principal transactions on the consolidated statement of operations, except for investments which are included in other income on the consolidated statement of operations.

⁽⁵⁾  Unrealized gains (losses) are attributable to assets or liabilities that are still held at the reporting date.

	Level 3 Assets and Liabilities
	For the Year Ended December 31, 2011
	Beginning Balance		Realized Gains (Losses)(4)			Unrealized Gains (Losses)(4)(5)			Purchases & Issuances		Sales & Settlements			Transfers In / Out			Ending Balance
Assets:
Mortgage and other asset-backed securities(1)	$	14		70			—			14,365		(14,433	)		—		$	16
Municipals	$	1,787		(52	)		(256	)		2,982		(899	)		—		$	3,562
Other(2)	$	35,908		—			(178	)		41,178		(11,907	)		—		$	65,001
Investments(3)	$	17,208		—			(1,150	)		803		(4,366	)		(13	)	$	12,482
Liabilities:
Mortgage and other asset-backed securities(1)	$	—		—			—			11		(11	)		—		$	—
Other(2)	$	—		—			—			—		50			—		$	50
Derivative contracts	$	—		—			—			2,347		—			—		$	2,347

⁽¹⁾ Represents private placements of non-agency collateralized mortgage obligations.

⁽²⁾ Represents auction rate securities that failed in the auction rate market.

⁽³⁾  Primarily represents general partner ownership interests in hedge funds and private equity funds sponsored by the Company.

⁽⁴⁾  Included in principal transactions on the consolidated statement of operations, except for investments which are included in other income on the consolidated statement of operations.

⁽⁵⁾  Unrealized gains (losses) are attributable to assets or liabilities that are still held at the reporting date.

Fair Value Option

The Company has the option to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The Company may make a fair value option election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company has elected to apply the fair value option to its loan trading portfolio which resides in OPY Credit Corp. and is included in other assets on the consolidated balance sheet. Management has elected this treatment as it is consistent with the manner in which the business is managed as well as the way that financial instruments in other parts of the business are recorded. There were no loan positions held in the secondary loan trading portfolio at December 31, 2012 or December 31, 2011.

The Company also elected the fair value option for those securities sold under agreements to repurchase (“repurchase agreements”) and securities purchased under agreements to resell (“reverse repurchase agreements”) that do not settle overnight or have an open settlement date or that are not accounted for as purchase and sale agreements (such as repo-to-maturity transactions). The Company has elected the fair value option for these instruments to more accurately reflect market and economic events in its earnings and to mitigate a potential imbalance in earnings caused by using different measurement attributes (i.e. fair value versus carrying value) for certain assets and liabilities. At December 31, 2012, the fair value of the reverse repurchase agreements and repurchase agreements were $nil and $nil, respectively.

Fair Value of Derivative Instruments

The Company transacts, on a limited basis, in exchange traded and over-the-counter derivatives for both asset and liability management as well as for trading and investment purposes. Risks managed using derivative instruments include interest rate risk and, to a lesser extent, foreign exchange risk. Interest rate swaps and interest rate caps are entered into to manage the Company’s interest rate risk associated with floating-rate borrowings. All derivative instruments are measured at fair value and are recognized as either assets or liabilities on the consolidated balance sheet. The Company designates interest rate swaps and interest rate caps as cash flow hedges of floating-rate borrowings.

Cash flow hedges used for asset and liability management

For derivative instruments that were designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative was reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

On September 29, 2006, the Company entered into interest rate swap transactions to hedge the interest payments associated with its floating rate Senior Secured Credit Note, which was subject to change due to changes in 3-Month LIBOR. See note 7 for further information. These swaps were designated as cash flow hedges. Changes in the fair value of the swap hedges were expected to be highly effective in offsetting changes in the interest payments due to changes in 3-Month LIBOR. The swaps expired on March 31, 2011. For the year ended December 31, 2011, the effective portion of the net gain on the interest rate swaps, after tax, was approximately $69,000 ($450,900 for the year ended December 31, 2010) and was recorded as other comprehensive income on the consolidated statement of comprehensive income (loss).

On January 20, 2009, the Company entered into an interest rate cap contract, incorporating a series of purchased caplets with fixed maturity dates ending December 31, 2012, to hedge the interest payments associated with its floating rate Subordinated Note, which was subject to change due to changes in 3-Month LIBOR. See note 7 for further information. With the repayment of the Subordinated Note in the second quarter of 2011, this cap was no longer designated as a cash flow hedge. The cap expired worthless on December 31, 2012. The Company recorded $19,780 in interest expense with respect to the interest rate cap for the year ended December 31, 2012.

Foreign exchange hedges

From time to time, the Company also utilizes forward and options contracts to hedge the foreign currency risk associated with compensation obligations to Oppenheimer Israel (OPCO) Ltd. employees denominated in New Israeli Shekels. Such hedges have not been designated as accounting hedges. For the year ended December 31, 2012, the Company recognized a $28,000 gain in derivative income. At December 31, 2012, there were no forward or option contracts outstanding.

“To-be-announced” securities

The Company also transacts in pass-through mortgage-backed securities eligible to be sold in the “To-Be-Announced” or TBA market. TBAs provide for the forward or delayed delivery of the underlying instrument with settlement up to 180 days. The contractual or notional amounts related to these financial instruments reflect the volume of activity and do not reflect the amounts at risk. Unrealized gains and losses on TBAs are recorded in the consolidated balance sheets in receivable from brokers and clearing organizations and payable to brokers and clearing organizations, respectively, and in the consolidated statement of operations as principal transactions revenue.

The following table summarizes the notional and fair values of the TBAs as of December 31, 2012 and 2011:

Expressed in thousands of dollars.

	December 31, 2012				December 31, 2011
	Notional		Fair Value		Notional		Fair Value
Sale of TBAs (1)	$	449,065	$	3,188	$	574,365	$	5,791
Purchase of TBAs	$	117,573	$	175	$	137,572	$	2,254

⁽¹⁾ TBAs are used to offset exposures related to commitments to provide funding for Federal Housing Administration (“FHA”) loans at OMHHF. At December 31, 2012, the loan commitments balance was $304.4 million ($326.7 million at December 31, 2011). In addition, at December 31, 2012, OMHHF had a loan receivable balance (included in other assets in the consolidated balance sheet) of $22.9 million ($109.3 million at December 31, 2011) which relates to prior loan commitments that have been funded but have not yet been securitized. The “when issued” securitizations of these loans have been sold to market counter-parties.

Derivatives used for trading and investment purposes

Futures contracts represent commitments to purchase or sell securities or other commodities at a future date and at a specified price. Market risk exists with respect to these instruments. Notional or contractual amounts are used to express the volume of these transactions, and do not represent the amounts potentially subject to market risk. The futures contracts the Company used include U.S. Treasury notes, Federal Funds and Eurodollar contracts. At December 31, 2012, the Company had 380 open short contracts for 10-year U.S. Treasury notes with a fair value of $286 million used primarily as an economic hedge of interest rate risk associated with a portfolio of fixed income investments. At December 31, 2012, the Company had 6.0 billion open contracts for Federal Funds futures with a fair value of approximately $120 million used primarily as an economic hedge of interest rate risk associated with government trading activities.

From time-to-time, the Company enters into securities financing transactions that mature on the same date as the underlying collateral (referred to as “repo-to-maturity” transactions). These transactions are treated as a sale of financial assets and a forward repurchase commitment, or conversely as a purchase of financial assets and a forward reverse repurchase commitment. As of December 31, 2012, the Company did not have any repo-to-maturity transactions.

The notional amounts and fair values of the Company’s derivatives at December 31, 2012 and 2011 by product were as follows:

Expressed in thousands of dollars.

Fair Value of Derivative Instruments

As of December 31, 2012

	Description	Notional		Fair Value
Liabilities:
Derivatives not designated as hedging instruments (1)
Commodity contracts	U.S Treasury Futures (2)	$	56,000	$	286
	Federal Funds Futures (2)		6,070,000		120
	Euro Dollars Futures(2)		15,000		4
Other contracts	Auction rate securities purchase commitment (3)		38,343		2,647
Total Liabilities		$	6,179,343	$	3,057

(1) See “Fair Value of Derivative Instruments” above for description of derivative financial instruments.

(2) Included in payable to brokers and clearing organizations on the consolidated balance sheet.

(3) Included in other liabilities on the consolidated balance sheet.

Expressed in thousands of dollars.

Fair Value of Derivative Instruments

As of December 31, 2011

	Description	Notional		Fair Value
Assets:
Derivatives not designated as hedging instruments (1)
Interest rate contracts	Cap (2)	$	100,000	$	20
Total Assets		$	100,000	$	20
Liabilities:
Derivatives not designated as hedging instruments (1)
Commodity contracts	U.S Treasury Futures (3)	$	20,000	$	66
	Federal Funds Futures (3)		5,985,000		8
Other contracts	Auction rate securities purchase commitment (4)		57,292		2,347
Total Liabilities		$	6,062,292	$	2,421

(1) See “Fair Value of Derivative Instruments” above for description of derivative financial instruments.

(2) Included in receivable from brokers and clearing organizations on the consolidated balance sheet.

(3) Included in payable to brokers and clearing organizations on the consolidated balance sheet.

(4) Included in securities owned on the consolidated balance sheet.

The following table presents the location and fair value amounts of the Company’s derivative instruments and their effect on the consolidated statement of operations for the year ended December 31, 2012:

Expressed in thousands of dollars.

		Recognized in Income on Derivatives (pre-tax)				Reclassified from Accumulated Other Comprehensive Income into Income – Effective Portion (1) (after–tax)
Hedging Relationship	Description	Location	Gain/ (Loss)			Location	Gain/ (Loss)
Interest rate contracts	Caps (2)	Interest expense	$	(12	)	None	$	—
Commodity contracts	U.S Treasury Futures	Principal transaction revenue		(972	)	None		—
	Federal Funds Futures	Principal transaction revenue		(17	)	None		—
	Euro-dollar Futures	Principal transaction revenue		(10	)	None		—
Foreign exchange contracts	Options	Other		28		Other		—
Other contracts	Auction rate securities purchase commitment	Principal transaction revenue		(300	)	None		—
Total			$	(1,283	)		$	—

(1) There is no ineffective portion included in income for the year ended December 31, 2012.

(2) As noted above in “Cash flow hedges used for asset and liability management”, interest rate caps are used to hedge interest rate risk associated with the Subordinated Note. With the repayment of the Subordinated Note in the second quarter of 2011, this cap is no longer designated as a cash flow hedge. The cap expired worthless on December 31, 2012.

Collateralized Transactions

The Company enters into collateralized borrowing and lending transactions in order to meet customers’ needs and earn residual interest rate spreads, obtain securities for settlement and finance trading inventory positions. Under these transactions, the Company either receives or provides collateral, including U.S. government and agency, asset-backed, corporate debt, equity, and non-U.S. government and agency securities.

The Company obtains short-term borrowings primarily through bank call loans. Bank call loans are generally payable on demand and bear interest at various rates but not exceeding the broker call rate. At December 31, 2012, bank call loans were $128.3 million ($27.5 million at December 31, 2011).

At December 31, 2012, the Company had collateralized loans, collateralized by firm and customer securities with market values of approximately $158.2 million and $225.8 million, respectively, primarily with two U.S. money center banks. At December 31, 2012, the Company had approximately $1.5 billion of customer securities under customer margin loans that are available to be pledged, of which the Company has repledged approximately $171.2 million under securities loan agreements.

At December 31, 2012, the Company had deposited $339.8 million of customer securities directly with the Options Clearing Corporation to secure obligations and margin requirements under option contracts written by customers.

At December 31, 2012, the Company had no outstanding letters of credit.

The Company finances its government trading operations through the use of repurchase agreements and reverse repurchase agreements. Except as described below, repurchase and reverse repurchase agreements, principally involving government and agency securities, are carried at amounts at which the securities subsequently will be resold or reacquired as specified in the respective agreements and include accrued interest. Repurchase and reverse repurchase agreements are presented on a net-by-counterparty basis, when the repurchase and reverse repurchase agreements are executed with the same counterparty, have the same explicit settlement date, are executed in accordance with a master netting arrangement, the securities underlying the repurchase and reverse repurchase agreements exist in “book entry” form and certain other requirements are met.

Certain of the Company’s repurchase agreements and reverse repurchase agreements are carried at fair value as a result of the Company’s fair value option election. The Company elected the fair value option for those repurchase agreements and reverse repurchase agreements that do not settle overnight or have an open settlement date or that are not accounted for as purchase and sale agreements (such as repo-to-maturity transactions described above). The Company has elected the fair value option for these instruments to more accurately reflect market and economic events in its earnings and to mitigate a potential imbalance in earnings caused by using different measurement attributes (i.e. fair value versus carrying value) for certain assets and liabilities. At December 31, 2012, the fair value of the reverse repurchase agreements and repurchase agreements was $nil and $nil, respectively.

At December 31, 2012, the gross balances of reverse repurchase agreements and repurchase agreements were $1.2 billion and $1.6 billion, respectively ($5.5 billion and $6.1 billion, respectively, at December 31, 2011).

The Company receives collateral in connection with securities borrowed and reverse repurchase agreement transactions and customer margin loans. Under many agreements, the Company is permitted to sell or repledge the securities received (e.g., use the securities to enter into securities lending transactions, or deliver to counterparties to cover short positions). At December 31, 2012, the fair value of securities received as collateral under securities borrowed transactions and reverse repurchase agreements was $354.0 million ($209.9 million at December 31, 2011) and $1.2 billion ($5.5 billion at December 31, 2011), respectively, of which the Company has sold and re-pledged approximately $14.3 million ($44.0 million at December 31, 2011) under securities loaned transactions and $1.2 billion under repurchase agreements ($5.5 billion at December 31, 2011).

The Company pledges certain of its securities owned for securities lending and repurchase agreements and to collateralize bank call loan transactions. The carrying value of pledged securities owned that can be sold or re-pledged by the counterparty was $570.0 million, as presented on the face of the consolidated balance sheet at December 31, 2012 ($653.7 million at December 31, 2011). The carrying value of securities owned by the Company that have been loaned or pledged to counterparties where those counterparties do not have the right to sell or re-pledge the collateral was $159.4 million at December 31, 2012 ($119.8 million at December 31, 2011).

The Company manages credit exposure arising from repurchase and reverse repurchase agreements by, in appropriate circumstances, entering into master netting agreements and collateral arrangements with counterparties that provide the Company, in the event of a customer default, the right to liquidate and the right to offset a counterparty’s rights and obligations. The Company also monitors the market value of collateral held and the market value of securities receivable from others. It is the Company’s policy to request and obtain additional collateral when exposure to loss exists. In the event the counterparty is unable to meet its contractual obligation to return the securities, the Company may be exposed to off-balance sheet risk of acquiring securities at prevailing market prices.

As of December 31, 2011, the interest in securities formerly held by one of the Company’s funds which utilized Lehman Brothers International (Europe) as a prime broker was transferred to an investment trust. As of December 31, 2012, the fair value of the Company’s investment in the securities held by Lehman Brothers International (Europe) that were segregated and not re- hypothecated was $7.5 million. This investment has been included in the consolidated financial statements of the Company.

Credit Concentrations

Credit concentrations may arise from trading, investing, underwriting and financing activities and may be impacted by changes in economic, industry or political factors. In the normal course of business, the Company may be exposed to risk in the event customers, counterparties including other brokers and dealers, issuers, banks, depositories or clearing organizations are unable to fulfill their contractual obligations. The Company seeks to mitigate these risks by actively monitoring exposures and obtaining collateral as deemed appropriate. Included in receivable from brokers and clearing organizations as of December 31, 2012 are receivables from one major U.S. broker-dealer totaling approximately $78.6 million.

Through OPY Credit Corp., the Company utilized a warehouse facility provided by CIBC to extend financing commitments to third party borrowers identified by the Company. As of December 31, 2012, the Company utilized $nil ($65.9 million as of December 31, 2011) under such warehouse facility and had $nil in Excess Retention ($nil as of December 31, 2011). This warehouse arrangement terminated on July 15, 2012. However, the Company will remain contingently liable for some minimal expenses in relation to this facility related to commitments made by CIBC to borrowers introduced by the Company until such borrowings are repaid by the borrower or until 2016, whichever is the sooner to occur. All such owed amounts will continue to be reflected in the Company’s consolidated statement of operations as incurred.

The Company reached an agreement with RBS Citizens, NA (“Citizens”) that was announced in July 2012, whereby the Company, through OPY Credit Corp., will introduce lending opportunities to Citizens, which Citizens can elect to accept and in which the Company will participate in the fees earned from any related commitment by Citizens. The Company can also in certain circumstances assume a portion of Citizen’s syndication and lending risk under such loans, and if it does so it shall be obligated to secure such obligations via a cash deposit determined through risk based formulas. Neither the Company nor Citizens is obligated to make any specific loan or to commit any minimum amount of lending capacity to the relationship. The agreement also calls for Citizens and the Company at their option to jointly participate in the arrangement of various loan syndications. At December 31, 2012, there were no loans in place.

The Company is obligated to settle transactions with brokers and other financial institutions even if its clients fail to meet their obligations to the Company. Clients are required to complete their transactions on settlement date, generally one to three business days after trade date. If clients do not fulfill their contractual obligations, the Company may incur losses. The Company has clearing/participating arrangements with the National Securities Clearing Corporation (“NSCC”), the Fixed Income Clearing Corporation (“FICC”), R.J. O’Brien & Associates (commodities transactions) and others. With respect to its business in reverse repurchase and repurchase agreements, substantially all open contracts at December 31, 2012 are with the FICC. In addition, the Company recently began clearing its non-U.S. international equities business carried on by Oppenheimer Europe Ltd. and Oppenheimer Investments Asia Ltd. through BNP Paribas Securities Services. The clearing corporations have the right to charge the Company for losses that result from a client’s failure to fulfill its contractual obligations. Accordingly, the Company has credit exposures with these clearing brokers. The clearing brokers can re-hypothecate the securities held on behalf of the Company. As the right to charge the Company has no maximum amount and applies to all trades executed through the clearing brokers, the Company believes there is no maximum amount assignable to this right. At December 31, 2012, the Company had recorded no liabilities with regard to this right. The Company’s policy is to monitor the credit standing of the clearing brokers and banks with which it conducts business.

OMHHF, which is engaged in mortgage brokerage and servicing, has obtained an uncommitted warehouse facility line through PNC Bank (“PNC”) under which OMHHF pledges Federal Housing Administration (“FHA”) guaranteed mortgages for a period of up to 10 business days and PNC table funds the principal payment to the mortgagee. OMHHF repays PNC upon the securitization of the mortgage by the Government National Mortgage Association (“GNMA”) and the delivery of the security to the counter party for payment pursuant to a contemporaneous sale on the date the mortgage is funded. At December 31, 2012, OMHHF had $8.1 million outstanding under the warehouse facility line at a variable interest rate of 1 month LIBOR plus 1.85%. Interest expense for the year ended December 31, 2012 was $895,000 ($1.7 million in 2011).

As discussed in note 4, Financial instruments, the Company enters into TBA transactions to offset exposures related to commitments to provide funding for FHA loans at OMHHF. In the normal course of business, the Company may be exposed to the risk that counterparties to these TBAs are unable to fulfill their contractual obligations.

Variable Interest Entities (“VIEs”)

VIEs are entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The primary beneficiary of a VIE is the party that absorbs a majority of the entity’s expected losses, receives a majority of its expected residual returns, or both, as a result of holding variable interests. The enterprise that is considered the primary beneficiary of a VIE consolidates the VIE.

A subsidiary of the Company serves as general partner of hedge funds and private equity funds that were established for the purpose of providing investment alternatives to both its institutional and qualified retail clients. The Company holds variable interests in these funds as a result of its right to receive management and incentive fees. The Company’s investment in and additional capital commitments to these hedge funds and private equity funds are also considered variable interests. The Company’s additional capital commitments are subject to call at a later date and are limited in amount.

The Company assesses whether it is the primary beneficiary of the hedge funds and private equity funds in which it holds a variable interest in the context of the total general and limited partner interests held in these funds by all parties. In each instance, the Company has determined that it is not the primary beneficiary and therefore need not consolidate the hedge funds or private equity funds. The subsidiaries’ general partnership interests, additional capital commitments, and management fees receivable represent its maximum exposure to loss. The subsidiaries’ general partnership interests and management fees receivable are included in other assets on the consolidated balance sheet.

The following tables set forth the total VIE assets, the carrying value of the subsidiaries’ variable interests, and the Company’s maximum exposure to loss in Company-sponsored non-consolidated VIEs in which the Company holds variable interests and other non-consolidated VIEs in which the Company holds variable interests at December 31, 2012 and 2011:

As of December 31, 2012

Expressed in thousands of dollars.

	Total VIE Assets  (1)		Carrying Value of the Company’s Variable Interest				Capital Commitments		Maximum Exposure to Loss in Non- consolidated VIEs
			Assets (2)		Liabilities
Hedge Funds	$	1,868,178	$	372	$	—	$	—	$	372
Private Equity Funds		171,169		32		—		8		40
Total	$	2,039,347	$	404	$	—	$	8	$	412

As of December 31, 2011

Expressed in thousands of dollars.

	Total VIE Assets  (1)		Carrying Value of the Company’s Variable Interest				Capital Commitments		Maximum Exposure to Loss in Non- consolidated VIEs
			Assets (2)		Liabilities
Hedge Funds	$	1,668,508	$	393	$	—	$	—	$	393
Private Equity Funds		142,275		27		—		13		40
Total	$	1,810,783	$	420	$	—	$	13	$	433

(1) Represents the total assets of the VIEs and does not represent the Company’s interests in the VIEs.

(2) Represents the Company’s interests in the VIEs and is included in other assets on the consolidated balance sheet.

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Receivable from and Payable to Brokers and Clearing Organizations

12 Months Ended

Dec. 31, 2012

Receivable from and Payable to Brokers and Clearing Organizations

3. Receivable from and Payable to Brokers and Clearing Organizations

Expressed in thousands of dollars.

	As at December 31,
	2012		2011
Receivable from brokers and clearing organizations consist of:
Deposits paid for securities borrowed	$	365,642	$	217,353
Receivable from brokers		41,091		23,516
Securities failed to deliver		10,031		11,551
Clearing organizations		399		19,209
Omnibus accounts		28,212		15,907
Other		34,324		577
	$	479,699	$	288,113

	As at December 31,
	2012		2011
Payable to brokers and clearing organizations consist of:
Deposits received for securities loaned	$	190,387	$	318,834
Securities failed to receive		11,315		15,236
Clearing organizations and other		2,516		1,540
	$	204,218	$	335,610

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Goodwill and intangibles

12 Months Ended

Dec. 31, 2012

Goodwill and intangibles

15. Goodwill and intangibles

Goodwill arose upon the acquisitions of Oppenheimer, Old Michigan Corp., Josephthal & Co. Inc., Grand Charter Group Incorporated and the Oppenheimer Divisions. The Company defines a reporting unit as an operating segment. The Company’s goodwill resides in its Private Client Division (“PCD”). Goodwill of a reporting unit is subject to at least an annual test for impairment to determine if the fair value of goodwill of a reporting unit is less than its estimated carrying amount. The Company derives the estimated carrying amount of its operating segments by estimating the amount of stockholders’ equity required to support the activities of each operating segment.

The goodwill of a reporting unit is required to be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Due to the volatility in the financial services sector and equity markets in general, determining whether an impairment of the goodwill has occurred is increasingly difficult and requires management to exercise significant judgment. The Company performed its annual test for goodwill impairment as of December 31, 2012 which did not result in any impairment charges.

The Company’s goodwill impairment analysis performed at December 31, 2012 applied the same valuation methodologies with consistent inputs as that performed at December 31, 2011, as follows:

In estimating the fair value of the PCD, the Company used traditional standard valuation methods, including the market comparable approach and income approach. The market comparable approach is based on comparisons of the subject company to public companies whose stocks are actively traded (“Price Multiples”) or to similar companies engaged in an actual merger or acquisition (“Precedent Transactions”). As part of this process, multiples of value relative to financial variables, such as earnings or stockholders’ equity, are developed and applied to the appropriate financial variables of the subject company to indicate its value. The income approach involves estimating the present value of the subject company’s future cash flows by using projections of the cash flows that the business is expected to generate, and discounting these cash flows at a given rate of return (“Discounted Cash Flow” or “DCF”). Each of these standard valuation methodologies requires the use of management estimates and assumptions.

In its Price Multiples valuation analysis, the Company used various operating metrics of comparable companies, including revenues, pre-tax and after-tax earnings, EBITDA on a trailing-twelve-month basis as well as price-to-book value ratios at a point in time. The Company analyzed prices paid in Precedent Transactions that are comparable to the business conducted in the PCD. The DCF analysis included the Company’s assumptions regarding growth rates of the PCD’s revenues, expenses, EBITDA, and capital expenditures, adjusted for current economic conditions and expectations. The Company’s assumptions also included a discount rate of 11.2% and a terminal growth rate of 3% in its calculations. The Company weighted each of the three valuation methods equally in its overall valuation. Given the subjectivity involved in selecting which valuation method to use, the corresponding weightings, and the input variables for use in the analyses, it is possible that a different valuation model and the selection of different input variables could produce a materially different estimate of the fair value of our goodwill.

Based on the analysis performed, the Company concluded that the PCD’s fair value exceeded its carrying amount including goodwill as of December 31, 2012. The PCD operating segment produced positive revenues, cash flows, and earnings in the year ended December 31, 2012.

Intangible assets arose upon the acquisition, in January 2003, of the Oppenheimer Divisions and comprise customer relationships and trademarks and trade names. Customer relationships of $4.9 million were amortized on a straight-line basis over 80 months commencing in January 2003 (fully amortized and carried at $nil since December 31, 2010). Trademarks and trade names, carried at $31.7 million, which are not amortized, are subject to at least an annual test for impairment to determine if the fair value is less than their carrying amount. Trademarks and trade names recorded as at December 31, 2012 have been tested for impairment and it has been determined that no impairment has occurred.

Intangible assets also arose from the January 2008 acquisition of the Oppenheimer Divisions from CIBC World Markets Corp. and are comprised of customer relationships and a below market lease. Customer relationships were being amortized on a straight-line basis over 180 months commencing in January 2008. However, due to the expiration of the five-year contingent consideration issued as part of such acquisition, remaining amounts related to the customer relationship intangible asset of $630,000 were written off in the fourth quarter of 2012. The below market lease was determined to amortize on a straight-line basis over 60 months commencing in January 2008. However, due to the plan to consolidate the Company’s headquarters, the Company terminated the lease which resulted in a reevaluation of the remaining useful life of the below market lease intangible asset and amortized $1.1 million in the fourth quarter of 2011 and $3.2 million during the first quarter of 2012.

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Income Taxes

12 Months Ended

Dec. 31, 2012

Income Taxes

11. Income Taxes

The income tax provision shown in the consolidated statements of operations is reconciled to amounts of tax that would have been payable (recoverable) from the application of the federal tax rate to pre-tax profit, as follows:

Amounts are expressed in thousands of dollars.

	Year ended December 31,
	2012						2011						2010
	Amount			Percentage			Amount			Percentage			Amount			Percentage
U.S. federal statutory income tax rate	$	(184	)		35.0	%	$	6,246			35.0	%	$	23,797			35.0	%
U.S. state and local income taxes, net of U.S. federal income tax benefits		(1,585	)					840			4.7	%		3,569			5.2	%
Unrecognized tax benefits		1,524						—			0.0	%		—			0.0	%
Tax exempt income, net of interest expense		(561	)					(647	)		-3.6	%		(473	)		-0.7	%
Business promotion and other non-deductible expenses		851						620			3.5	%		616			0.9	%
Adjustments to reflect prior year tax return filings		(294	)					(552	)		-3.1	%		24			0.0	%
Tax rate change on deferred income taxes		390						(734	)		-4.1	%		955			1.4	%
Insurance proceeds, non-taxable		(349	)					(821	)		-4.6	%		—			0.0	%
Non-U.S. Operations		678						348			1.9	%		(232	)		-0.3	%
Other		(146	)					(69	)		-0.4	%		(1,045	)		-1.5	%
Total Income Tax Expense	$	324			n/m		$	5,231			29.3	%	$	27,211			40.0	%

n/m = not meaningful

Income taxes included in the consolidated statements of operations represent the following:

Expressed in thousands of dollars.

	Year ended December 31,
	2012			2011			2010
Current:
U.S. federal tax (benefit)	$	19,918		$	5,312		$	(11,471	)
State and local tax (benefit)		2,765			19			6,390
Non-U.S. operations		(61	)		113			685
		22,622			5,444			(4,396	)
Deferred:
U.S. federal tax (benefit)		(17,303	)		143			27,799
State and local tax (benefit)		(4,890	)		(1,029	)		3,356
Non U.S. operations (benefit)		(105	)		673			452
		(22,298	)		(213	)		31,607
	$	324		$	5,231		$	27,211

Profit (loss) before income taxes with respect to foreign operations was $(2.4) million, $1.3 million and $3.7 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Tax expense for 2012 was lower than in 2011 primarily because of pretax losses in 2012 versus pretax income in 2011. Moreover, the Company recorded tax credits of $1.9 million (net of federal taxes) related to state investment and employment incentives for investments previously made. These tax credits had the effect of lowering tax expense. However, there were several items that increased tax expense during 2012 compared to what it would have been otherwise. During the three months ended June 30, 2012, the Company recorded adjustments of $1.3 million related to prior periods (this figure reflecting the tax effects of interest deductions) to establish additional reserves for taxes and to adjust related interest. Tax expense was also increased in 2012 by higher nondeductible penalties in 2012 compared to 2011 due to various settlements during 2012 and by lower nontaxable benefits received in 2012 (compared to 2011) with respect to life insurance on employees of which the Company is the beneficiary.

The Company permanently reinvests eligible earnings of its foreign subsidiaries and, accordingly, does not accrue any U.S. income taxes that would arise if these earnings were repatriated. The unrecognized deferred tax liability associated with earnings of foreign subsidiaries, net of associated U.S. foreign tax credits, is $1.4 million for those subsidiaries with respect to which the Company would be subject to residual U.S. tax on cumulative earnings through 2012 were those earnings to be repatriated.

Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when such differences are expected to reverse. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2012 and 2011 were as follows:

Expressed in thousands of dollars.

	December 31,
	2012		2011
Deferred tax assets:
Employee deferred compensation plans	$	22,819	$	17,280
Reserve for litigation and legal fees		17,019		5,469
Book versus tax depreciation differences		5,931		3,675
Involuntary conversion		1,686		1,534
Allowance for doubtful accounts		941		1,044
Other		18,973		16,317
Total deferred tax assets		67,369		45,319
Deferred tax liabilities:
Goodwill amortization (Section 197)		39,391		34,915
Change in accounting method		—		8,075
Partnership investments		6,273		7,020
Capital markets acquisition (2008)		—		4,801
Mortgage Servicing Rights		6,679		3,387
Other		2,559		1,247
Total deferred tax liabilities		54,902		59,445
U.S. deferred tax asset/(liabilities) , net		12,467		(14,126	)
Non U.S. deferred tax asset/(liabilities), net		3,873		3,824
Deferred tax asset/(liabilities), net	$	16,340	$	(10,302	)

The Company has a deferred tax asset arising from a net operating loss of $2.8 million and $1.0 million related to Oppenheimer Israel (OPCO) Ltd. and Oppenheimer Investments Asia Ltd., respectively, at December 31, 2012. The Company believes that realization of the deferred tax asset is more likely than not based on expectations of future taxable income in Israel and Asia. These net operating losses carry forward indefinitely and are not subject to expiration, provided that these subsidiaries and their underlying businesses continue operating normally (as is anticipated).

The Company has a deferred tax asset of $982,000 as of December 31, 2012 arising from New York State Investment Tax Credits and Employment Incentive Credits carried forward to future years. These credits will expire if not used by 2027.

Goodwill arising from the acquisitions of Josephthal Group Inc. and the Oppenheimer Divisions is being amortized for tax purposes on a straight-line basis over 15 years. The difference between book and tax is recorded as a deferred tax liability.

The Company or one or more of its subsidiaries file income tax returns in the U.S. federal jurisdiction, and in various states and foreign jurisdictions. The Company is currently under examination in the U.S. federal jurisdiction by the Internal Revenue Service (the “IRS”) for 2009 and loss carryback years 2004 and 2005. The Company has closed other tax years through 2008 in the U.S. federal jurisdiction.

The Company is under examination in various states and overseas jurisdictions in which the Company has significant business operations. The Company has closed tax years through 2007 for New York State and is currently under exam for the period 2008 to 2011. The Company also has closed tax years through 2007 with New York City and is currently under exam for the 2008 tax year. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years before 2008.

The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions resulting from the aforementioned examinations and those that may be take place for subsequent years. The Company has established tax reserves that the Company believes are adequate in relation to the potential for additional assessments. Once established, the Company adjusts tax reserves only when more information is available or when an event occurs necessitating a change to the reserves. The Company believes that the resolution of tax matters will not have a material effect on the consolidated financial condition of the Company, although a resolution could have a material impact on the Company’s consolidated statement of operations for a particular future period and on the Company’s effective income tax rate for any period in which such resolution occurs.

The Company has unrecognized tax benefits of $5.2 million as of December 31, 2012. Of this amount, $661,000 would favorably impact the effective tax rate if recognized. A reconciliation of the beginning and ending amount of unrecognized tax benefit follows:

Expressed in thousands of dollars.

	2012		2011
Balance at January 1	$	2,317	$	—
Additions for tax positions of prior years		2,919		2,317
Balance at December 31	$	5,236	$	2,317

The Company records interest and penalties accruing on unrecognized tax benefits in pretax income as interest expense and other expense on its statement of operations, respectively. For the years ended December 31, 2012 and 2011, the Company recorded tax-related interest (benefit) expense of $(408,000) and $753,000, respectively, in its statement of operations. At December 31, 2012 and 2011, the Company had an income tax-related interest payable of $345,000 and $753,000, respectively, on its consolidated statement of financial condition.

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Commitments and Contingencies - Additional Information (Detail) (USD $)	12 Months Ended			1 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Jan. 31, 2013 Pending Litigation [Member]	Dec. 31, 2012 Auction Rate Securities [Member]
Loss Contingencies [Line Items]
Operating leases expiring at various dates through	2028
Rent expense	$ 51,200,000	$ 49,500,000	$ 50,400,000
Rent abatement credits	1,700,000
Capital commitments	5,100,000
Minimum estimated range of aggregate loss for legal proceedings	0
Maximum estimated range of aggregate loss for legal proceedings	125,500,000
Total amount of ARS the firm purchased and hold					77,100,000
Amount of ARS committed to purchase from clients					38.3
ARS in firm proprietary account					150,000
Contingency damages amount	30,000,000			30,000,000
Claim amount including interest and costs				140,000,000
Initial claim amount including interest and costs				$ 253,000,000

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Long-term debt

12 Months Ended

Dec. 31, 2012

Long-term debt

7. Long-term debt

Expressed in thousands of dollars.

Issued	Maturity Date		December 31, 2012		December 31, 2011
Senior Secured Notes (a)		4/15/2018	$	195,000	$	195,000
Senior Secured Credit Note (b)		7/31/2013*	$	—	$	—
Subordinated Note (c)		1/31/2014*	$	—	$	—

* Retired on April 12, 2011

(a) On April 12, 2011, the Company completed the private placement of $200.0 million in aggregate principal amount of 8.75 percent Senior Secured Notes due April 15, 2018 at par (the “Notes”).The interest on the Notes is payable semi-annually on April 15^th and October 15^th. Proceeds from the private placement were used to retire the Senior Secured Credit Note due 2013 ($22.4 million) and the Subordinated Note due 2014 ($100.0 million) and for other general corporate purposes. The private placement resulted in the fixing of the interest rate over the term of the Notes compared to the variable rate debt that was retired and an extension of the debt maturity dates as described above. The cost to issue the Notes was approximately $4.6 million which was capitalized in the second quarter of 2011 and will be amortized over the period of the Notes. The Company wrote off $344,000 in unamortized debt issuance costs related to the Senior Secured Credit Note during the second quarter of 2011. Additionally, as a result of the retirement of the Subordinated Note, the effective portion of the net loss of $1.3 million related to the interest rate cap cash flow hedge was reclassified from accumulated other comprehensive income (loss) on the consolidated balance sheet to interest expense in the consolidated statement of operations during the second quarter of 2011.

The indenture for the Notes contains covenants which place restrictions on the incurrence of indebtedness, the payment of dividends, sale of assets, mergers and acquisitions and the granting of liens. The Notes provide for events of default including nonpayment, misrepresentation, breach of covenants and bankruptcy. The Company’s obligations under the Notes are guaranteed, subject to certain limitations, by the same subsidiaries that guaranteed the obligations under the Senior Secured Credit Note and the Subordinated Note which were retired. These guarantees may be shared, on a senior basis, under certain circumstances, with newly incurred debt outstanding in the future. At December 31, 2012, the Company was in compliance with all of its covenants.

On July 12, 2011, the Company’s Registration Statement on Form S-4 filed to register the exchange of the Notes for fully registered Notes was declared effective by the SEC. The Exchange Offer was completed in its entirety on August 9, 2011.

In November, 2011, the Company repurchased $5.0 million of its Notes at a cost of $4.7 million resulting in the recording of a gain of $300,000 during the fourth quarter of 2011. The Company continued to hold these Notes at December 31, 2012.

On April 4, 2012, the Company’s Registration Statement on Form S-3 filed to enable the Company to act as a market maker in connection with the Notes was declared effective by the SEC.

Interest expense for the year ended December 31, 2012 on the Notes was $17.1 million ($12.5 million in 2011 and $nil in 2010). Interest paid on the Notes for the year ended December 31, 2012 was $17.1 million ($8.9 million in 2011).

At December 31, 2012, the Notes was trading at $104.56 per $100.

(b) In 2006, the Company issued a Senior Secured Credit Note in the amount of $125.0 million at a variable interest rate based on LIBOR with a seven-year term to a syndicate led by Morgan Stanley Senior Funding Inc., as agent. In accordance with the Senior Secured Credit Note, the Company provided certain covenants to the lenders with respect to the maintenance of a minimum fixed charge ratio and maximum leverage ratio and minimum net capital requirements with respect to Oppenheimer.

The remaining principal balance of the Senior Secured Credit Note in the amount of $22.4 million was repaid in full on April 12, 2011 in connection with the issuance of the Notes described in (a) above.

Interest expense, as well as interest paid for the year ended December 31, 2011, on the Senior Secured Credit Note was $306,000 ($1.5 million in 2010).

(c) On January 14, 2008, in connection with the acquisition of certain businesses from CIBC World Markets Corp., CIBC made a loan in the amount of $100.0 million and the Company issued a Subordinated Note to CIBC in the amount of $100.0 million at a variable interest rate based on LIBOR. The purpose of this note was to support the capital requirements of the acquired business. In accordance with the Subordinated Note, the Company provided certain covenants to CIBC with respect to the maintenance of a minimum fixed charge ratio and maximum leverage ratio and minimum net capital requirements with respect to Oppenheimer.

The principal balance of the Subordinated Note in the amount of $100.0 million was repaid in full on April 12, 2011 in connection with the issuance of the Notes described in (a) above.

Interest expense, as well as interest paid for the year ended December 31, 2011, on the Subordinated Note was $1.6 million ($5.7 million in 2010).

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Office Facilities - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 10,466,000	$ 11,899,000	$ 12,448,000
Reimbursement from landlord for purchases of fixed assets and leasehold improvements	$ 15,000,000

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Office Facilities

12 Months Ended

Dec. 31, 2012

Office Facilities

5. Office Facilities

Expressed in thousands of dollars.

					December 31, 2012		December 31, 2011
	Cost		Accumulated depreciation/ Amortization		Net book value		Net book value
Furniture, fixtures and equipment	$	70,432	$	61,083	$	9,349	$	11,628
Leasehold improvements		46,927		27,944		18,983		5,348
	$	117,359	$	89,027	$	28,332	$	16,976

Depreciation and amortization expense, included in occupancy and equipment costs, was $10.5 million, $11.9 million and $12.4 million in the years ended December 31, 2012, 2011 and 2010, respectively.

During the year ended December 31, 2012, the Company was reimbursed $15.0 million from its landlord at its New York City corporate headquarters for purchases of fixed assets and leasehold improvements.

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Bank Call Loans

12 Months Ended

Dec. 31, 2012

Bank Call Loans

6. Bank Call Loans

Bank call loans, primarily payable on demand, bear interest at various rates but not exceeding the broker call rate, which was 2.0% at December 31, 2012 (2.0% at December 31, 2011). Details of the bank call loans are as follows.

Expressed in thousands of dollars, except percentages.

	2012			2011
Year-end balance	$	128,300		$	27,500
Weighted interest rate (at end of year)		1.23	%		1.25	%
Maximum balance (at any month end)	$	171,400		$	178,600
Average amount outstanding (during the year)	$	73,227		$	92,657
Average interest rate (during the year)		1.27	%		1.25	%

Interest expense for the year ended December 31, 2012 on bank call loans was $996,200 ($1.2 million in 2011 and $805,200 in 2010).

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Share capital

12 Months Ended

Dec. 31, 2012

Share capital

8. Share capital

The Company’s authorized share capital consists of (a) 50,000,000 shares of Preferred Stock, par value $0.001 per share; (b) 50,000,000 shares of Class A non-voting common stock, par value $0.001 per share (“Class A Stock”); and (c) 99,680 shares of Class B voting common stock, par value $0.001 per share (“Class B Stock”). No Preferred Stock has been issued. 99,680 shares of Class B Stock have been issued and are outstanding.

The Class A and the Class B Stock are equal in all respects except that the Class A Stock is non-voting.

The following table reflects changes in the number of shares of Class A Stock outstanding for the periods indicated:

	2012			2011		2010
Class A Stock outstanding, beginning of year		13,572,265			13,268,522		13,118,001
Issued pursuant to share-based compensation plans*		57,652			303,743		150,521
Repurchased and cancelled pursuant to the issuer bid		(121,599	)		—		—
Class A Stock outstanding, end of year		13,508,318			13,572,265		13,268,522

* Share-based compensation plans are described in note 12.

Stock buy-back

On October 7, 2011, the Company announced its intention to purchase up to 675,000 shares of its Class A Stock in compliance with the rules and regulations of the New York Stock Exchange and the Securities and Exchange Commission and the terms of its senior secured debt. The 675,000 shares represented approximately 5% of its then 13,572,265 issued and outstanding shares of Class A Stock. Any such purchases will be made by the Company in the open market at the prevailing open market price using cash on hand. All shares purchased will be cancelled. The repurchase program is expected to continue indefinitely. The repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of Class A Stock. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.

In 2012, the Company purchased and cancelled an aggregate of 121,599 shares of Class A Stock for total consideration of $1.9 million ($15.35 per share). The Company did not buy back any stock under this program in 2011.

In 2010, the Company did not have a stock buy-back program in place.

Dividends

In 2012, the Company paid cash dividends of $0.44 per share to holders of Class A and Class B Stock as follows ($0.44 in 2011 and 2010):

Dividends per share	Record Date	Payment Date
$0.11	February 10, 2012	February 24, 2012
$0.11	May 11, 2012	May 25, 2012
$0.11	August 10, 2012	August 24, 2012
$0.11	November 9, 2012	November 23, 2012

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Long-term debt - Schedule of Long-Term Debt (Parenthetical) (Detail) (USD $)	12 Months Ended	1 Months Ended	3 Months Ended	1 Months Ended	3 Months Ended	12 Months Ended	1 Months Ended		3 Months Ended
	Dec. 31, 2011	Apr. 12, 2011 Senior Secured Notes [Member]	Jun. 30, 2011 Senior Secured Notes [Member]	Apr. 12, 2011 Senior Secured Credit Note [Member]	Jun. 30, 2011 Senior Secured Credit Note [Member]	Dec. 31, 2006 Senior Secured Credit Note [Member]	Apr. 12, 2011 Subordinated Note [Member]	Jan. 14, 2008 Subordinated Note [Member]	Jun. 30, 2011 Subordinated Note [Member]
Debt Instrument [Line Items]
Issuance of private placement, Principal amount		$ 200,000,000
Interest rate		8.75%
Retirement Of Notes, Principal amount				22,400,000			100,000,000
Cost to issue the Notes	4,565,000		4,600,000
Unamortized debt issuance costs					344,000
Effective portion of the net loss									1,300,000
Term of payments of interest on notes		Semi-annually
Private placement date		Apr. 12, 2011
Issuance of senior secured credit note, Principal amount						125,000,000
Term of Senior Secured Credit Note						7 years
Issuance of subordinate note, Principal amount								$ 100,000,000

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Commitments and Contingencies - Future Minimum Rental Commitments under Office and Equipment Leases (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Future Minimum Payments Under Non Cancelable Operating Leases With Initial Terms Of One Year Or More [Line Items]
2013	$ 41,595
2014	38,894
2015	33,473
2016	29,407
2017	25,849
2018 and thereafter	153,482
Total	$ 322,700

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Share capital - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended			12 Months Ended					12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Preferred Stock [Member]	Dec. 31, 2012 Class A Stock [Member]	Dec. 31, 2011 Class A Stock [Member]	Dec. 31, 2010 Class A Stock [Member]	Oct. 07, 2011 Class A Stock [Member]	Dec. 31, 2009 Class A Stock [Member]	Dec. 31, 2012 Class B Stock [Member]	Dec. 31, 2011 Class B Stock [Member]	Dec. 31, 2010 Class B Stock [Member]
Class of Stock [Line Items]
Preferred stock											50,000,000
Preferred stock par value											$ 0.001
Preferred stock issued											0
Common stock												50,000,000					99,680
Common stock par value												$ 0.001					$ 0.001
Common stock issued												13,508,318	13,572,265		13,572,265		99,680	99,680
Common stock outstanding												13,508,318	13,572,265	13,268,522		13,118,001	99,680	99,680
Repurchase of class A common stock															675,000
Percentage of repurchase of class A common stock															5.00%
Repurchase and cancelled stock												121,599
Total Consideration of repurchase and cancelled stock												$ 1.9
Repurchase and cancelled stock per share												$ 15.35
Dividends per share	$ 0.11	$ 0.11	$ 0.11	$ 0.11	$ 0.11	$ 0.11	$ 0.11	$ 0.11	$ 0.44	$ 0.44		$ 0.44	$ 0.44	$ 0.44			$ 0.44	$ 0.44	$ 0.44

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Long-term debt - Schedule of Long-Term Debt (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Senior Secured Credit Note [Member]
Debt Instrument [Line Items]
Maturity Date	Jul. 31, 2013
Long-term debt
Senior Secured Notes [Member]
Debt Instrument [Line Items]
Maturity Date	Apr. 15, 2018
Long-term debt	195,000	195,000
Subordinated Note [Member]
Debt Instrument [Line Items]
Maturity Date	Jan. 31, 2014
Long-term debt

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Quarterly Information - Schedule of Quarterly Information (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Quarterly Financial Information [Line Items]
Revenue	$ 249,415	$ 231,838	$ 233,145	$ 238,214	$ 229,438	$ 231,619	$ 244,518	$ 253,417	$ 952,612	$ 958,992	$ 1,036,273
Profit before income taxes	(7,135)	5,258	7,839	(6,489)	2,051	4,264	1,704	9,829	(527)	17,848	67,991
Net profit (loss) attributable to Oppenheimer Holdings Inc.	$ (3,700)	$ 2,322	$ 2,422	$ (4,657)	$ 3,433	$ 2,106	$ (309)	$ 5,086	$ (3,613)	$ 10,316	$ 38,532
Earnings (loss) per share:
Basic	$ (0.27)	$ 0.17	$ 0.18	$ (0.34)	$ 0.25	$ 0.15	$ (0.02)	$ 0.38	$ (0.27)	$ 0.76	$ 2.89
Diluted	$ (0.27)	$ 0.16	$ 0.17	$ (0.34)	$ 0.25	$ 0.15	$ (0.02)	$ 0.36	$ (0.27)	$ 0.74	$ 2.77
Dividends per share	$ 0.11	$ 0.11	$ 0.11	$ 0.11	$ 0.11	$ 0.11	$ 0.11	$ 0.11	$ 0.44	$ 0.44
Market price of Class A Stock (1):
High	$ 17.42	$ 18.00	$ 18.71	$ 19.69	$ 19.45	$ 28.98	$ 34.87	$ 33.93	$ 19.69	$ 34.87
Low	$ 14.63	$ 13.24	$ 13.21	$ 15.67	$ 12.47	$ 15.47	$ 25.00	$ 24.63	$ 13.21	$ 12.47

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Long-term debt (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Long-Term Debt

Expressed in thousands of dollars.

Issued	Maturity Date		December 31, 2012		December 31, 2011
Senior Secured Notes (a)		4/15/2018	$	195,000	$	195,000
Senior Secured Credit Note (b)		7/31/2013*	$	—	$	—
Subordinated Note (c)		1/31/2014*	$	—	$	—

* Retired on April 12, 2011

(a) On April 12, 2011, the Company completed the private placement of $200.0 million in aggregate principal amount of 8.75 percent Senior Secured Notes due April 15, 2018 at par (the “Notes”).The interest on the Notes is payable semi-annually on April 15^th and October 15^th. Proceeds from the private placement were used to retire the Senior Secured Credit Note due 2013 ($22.4 million) and the Subordinated Note due 2014 ($100.0 million) and for other general corporate purposes. The private placement resulted in the fixing of the interest rate over the term of the Notes compared to the variable rate debt that was retired and an extension of the debt maturity dates as described above. The cost to issue the Notes was approximately $4.6 million which was capitalized in the second quarter of 2011 and will be amortized over the period of the Notes. The Company wrote off $344,000 in unamortized debt issuance costs related to the Senior Secured Credit Note during the second quarter of 2011. Additionally, as a result of the retirement of the Subordinated Note, the effective portion of the net loss of $1.3 million related to the interest rate cap cash flow hedge was reclassified from accumulated other comprehensive income (loss) on the consolidated balance sheet to interest expense in the consolidated statement of operations during the second quarter of 2011.

(b) In 2006, the Company issued a Senior Secured Credit Note in the amount of $125.0 million at a variable interest rate based on LIBOR with a seven-year term to a syndicate led by Morgan Stanley Senior Funding Inc., as agent. In accordance with the Senior Secured Credit Note, the Company provided certain covenants to the lenders with respect to the maintenance of a minimum fixed charge ratio and maximum leverage ratio and minimum net capital requirements with respect to Oppenheimer.

(c) On January 14, 2008, in connection with the acquisition of certain businesses from CIBC World Markets Corp., CIBC made a loan in the amount of $100.0 million and the Company issued a Subordinated Note to CIBC in the amount of $100.0 million at a variable interest rate based on LIBOR. The purpose of this note was to support the capital requirements of the acquired business. In accordance with the Subordinated Note, the Company provided certain covenants to CIBC with respect to the maintenance of a minimum fixed charge ratio and maximum leverage ratio and minimum net capital requirements with respect to Oppenheimer.

The principal balance of the Subordinated Note in the amount of $100.0 million was repaid in full on April 12, 2011 in connection with the issuance of the Notes described in (a) above.

Interest expense, as well as interest paid for the year ended December 31, 2011, on the Subordinated Note was $1.6 million ($5.7 million in 2010).

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Financial instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 58,945	$ 30,924
Cash and securities segregated for regulatory and other purposes	11,499	11,500
Deposits with clearing organization	9,095	9,095
Securities owned:
Securities owned, at fair value	759,742	924,541
Investments	12,109
Investments	258	26
Derivative contracts	3,057	2,421
TBAs	175	2,254
Total	176,940	74,116
Derivative contracts		20
TBAs	3,188	5,791
Securities purchased under agreements to resell		847,610
Total	902,988	1,876,439
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	173,450	69,415
Other [Member]
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	425	122
U.S. Treasury obligations [Member]
Securities owned:
Securities owned, at fair value	497,546	627,870
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	131,899	27,462
U.S. Agency obligations [Member]
Securities owned:
Securities owned, at fair value	27,690	54,358
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	31	47
Sovereign obligations [Member]
Securities owned:
Securities owned, at fair value	19	577
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value
Corporate debt and other obligations [Member]
Securities owned:
Securities owned, at fair value	14,428	27,188
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	1,858	3,696
Mortgage and other asset-backed securities [Member]
Securities owned:
Securities owned, at fair value	2,920	4,609
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	18	14
Municipal obligations [Member]
Securities owned:
Securities owned, at fair value	59,010	54,963
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	467	485
Convertible bonds [Member]
Securities owned:
Securities owned, at fair value	49,130	50,157
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	8,868	8,533
Corporate Securities [Member]
Securities owned:
Securities owned, at fair value	43,708	38,634
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	29,884	29,056
Other [Member]
Securities owned:
Securities owned, at fair value	65,291	66,185
Other [Member]
Securities owned:
Investments	60,519	46,958
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	58,945	30,924
Cash and securities segregated for regulatory and other purposes	11,499	11,500
Deposits with clearing organization	9,095	9,095
Securities owned:
Securities owned, at fair value	534,291	703,405
Investments	258	26
Derivative contracts	286	66
Total	153,714	44,093
Total	624,307	756,436
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	153,170	44,001
Level 1 [Member] | Other [Member]
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	325	72
Level 1 [Member] | U.S. Treasury obligations [Member]
Securities owned:
Securities owned, at fair value	497,546	627,870
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	131,899	27,462
Level 1 [Member] | U.S. Agency obligations [Member]
Securities owned:
Securities owned, at fair value		32,663
Level 1 [Member] | Sovereign obligations [Member]
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value
Level 1 [Member] | Corporate debt and other obligations [Member]
Securities owned:
Securities owned, at fair value	2,459	12,538
Level 1 [Member] | Corporate Securities [Member]
Securities owned:
Securities owned, at fair value	31,958	29,150
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	20,946	16,467
Level 1 [Member] | Other [Member]
Securities owned:
Securities owned, at fair value	2,328	1,184
Level 1 [Member] | Other [Member]
Securities owned:
Investments	10,477	1,512
Level 2 [Member]
Securities owned:
Securities owned, at fair value	153,054	152,557
Derivative contracts	124	8
TBAs	175	2,254
Total	20,479	27,626
Derivative contracts		20
TBAs	3,188	5,791
Securities purchased under agreements to resell		847,610
Total	193,330	1,038,942
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	20,180	25,364
Level 2 [Member] | U.S. Agency obligations [Member]
Securities owned:
Securities owned, at fair value	27,690	21,695
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	31	47
Level 2 [Member] | Sovereign obligations [Member]
Securities owned:
Securities owned, at fair value	19	577
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value
Level 2 [Member] | Corporate debt and other obligations [Member]
Securities owned:
Securities owned, at fair value	11,969	14,650
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	1,858	3,696
Level 2 [Member] | Mortgage and other asset-backed securities [Member]
Securities owned:
Securities owned, at fair value	2,880	4,593
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	18	14
Level 2 [Member] | Municipal obligations [Member]
Securities owned:
Securities owned, at fair value	49,616	51,401
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	467	485
Level 2 [Member] | Convertible bonds [Member]
Securities owned:
Securities owned, at fair value	49,130	50,157
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	8,868	8,533
Level 2 [Member] | Corporate Securities [Member]
Securities owned:
Securities owned, at fair value	11,750	9,484
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	8,938	12,589
Level 2 [Member] | Other [Member]
Securities owned:
Investments	37,088	32,964
Level 3 [Member]
Securities owned:
Securities owned, at fair value	72,397	68,579
Derivative contracts	2,647	2,347
Total	2,747	2,397
Total	85,351	81,061
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	100	50
Level 3 [Member] | Other [Member]
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value	100	50
Level 3 [Member] | Sovereign obligations [Member]
Securities sold, not yet purchased:
Securities sold, but not yet purchased at fair value
Level 3 [Member] | Mortgage and other asset-backed securities [Member]
Securities owned:
Securities owned, at fair value	40	16
Level 3 [Member] | Municipal obligations [Member]
Securities owned:
Securities owned, at fair value	9,394	3,562
Level 3 [Member] | Other [Member]
Securities owned:
Securities owned, at fair value	62,963	65,001
Level 3 [Member] | Other [Member]
Securities owned:
Investments	$ 12,954	$ 12,482

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies

13. Commitments and Contingencies

Commitments

The Company and its subsidiaries have operating leases for office space, equipment and furniture and fixtures expiring at various dates through 2028. Future minimum rental commitments under such office and equipment leases as at December 31, 2012 are as follows.

Expressed in thousands of dollars.

2013	$	41,595
2014		38,894
2015		33,473
2016		29,407
2017		25,849
2018 and thereafter		153,482
Total	$	322,700

Certain of the leases contain provisions for rent increases based on changes in costs incurred by the lessor.

The Company’s rent expense for the year ended December 31, 2012 was $51.2 million ($49.5 million in 2011 and $50.4 million in 2010).

During the fourth quarter of 2012 the Company received rent abatement credits of $1.7 million as a result of temporarily vacating its two principal offices in downtown Manhattan in the aftermath of Superstorm Sandy.

At December 31, 2012, the Company had capital commitments of approximately $5.1 million with respect to its obligations in its role as sponsor for certain private equity funds.

At December 31, 2012, the Company had no collateralized or uncollateralized letters of credit outstanding.

Contingencies

Legal—Many aspects of the Company’s business involve substantial risks of liability. In the normal course of business, the Company has been named as defendant or co-defendant in various legal actions, including arbitrations, class actions, and other litigation, creating substantial exposure. Certain of the actual or threatened legal matters include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. These proceedings arise primarily from securities brokerage, asset management and investment banking activities.

For legal proceedings set forth below where there is at least a reasonable possibility that a loss or an additional loss may be incurred, the Company estimates a range of aggregate loss in excess of amounts accrued of $0 to approximately $125.5 million. This estimated aggregate range is based upon currently available information for those legal proceedings in which the Company is involved, where an estimate for such losses can be made. For certain cases, the Company does not believe that an estimate can currently be made. The foregoing estimate is based on various factors, including the varying stages of the proceedings (including the fact that many are currently in preliminary stages), the numerous yet-unresolved issues in many of the proceedings and the attendant uncertainty of the various potential outcomes of such proceedings. Accordingly, the Company’s estimate will change from time to time, and actual losses may be more than the current estimate.

Regulatory – The Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding the Company’s business which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. The investigations include, among other things, inquiries from the Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority (“FINRA”) and various state regulators.

Auction Rate Securities—In February 2010, Oppenheimer finalized settlements with each of the New York Attorney General’s office (“NYAG”) and the Massachusetts Securities Division (“MSD” and, together with the NYAG, the “Regulators”) concluding investigations and administrative proceedings by the Regulators concerning Oppenheimer’s marketing and sale of ARS. Pursuant to those settlements and legal settlements, as of December 31, 2012, the Company purchased and holds approximately $77.1 million in ARS from its clients pursuant to several purchase offers and legal settlements. The Company’s purchases of ARS from its clients will, subject to the terms and condtions of the settlements with regulators, continue on a periodic basis pursuant to the settlements with the Regulators. In addition, the Company is committed to purchase another $38.3 million in ARS from clients through 2016. The ultimate amount of ARS to be repurchased by the Company cannot be predicted with any certainty and will be impacted by redemptions by issuers and legal and other actions by clients during the relevant period, which cannot be predicted. The Company also held $150,000 in ARS in its proprietary trading account as of December 31, 2012 as a result of the failed auctions in February 2008. These ARS positions primarily represent Auction Rate Preferred Securities issued by closed-end funds and, to a lesser extent, Municipal Auction Rate Securities which are municipal bonds wrapped by municipal bond insurance and Student Loan Auction Rate Securities which are asset-backed securities backed by student loans.

The Company is also named as a respondent in a number of arbitrations by its current or former clients as well as lawsuits related to its sale of ARS. If the ARS market remains frozen, the Company may likely be further subject to claims by its clients. There can be no guarantee that the Company will be successful in defending any or all of the current actions against it or any subsequent actions filed in the future. Any such failure could, and in certain current ARS actions would, have a material adverse effect on the results of operations and financial condition of the Company including its cash position.

On January 31, 2013, a FINRA arbitration panel rendered a decision in the previously disclosed U.S. Airways case, filed in February 2009, resulting in an award against Oppenheimer, in the amount of $30 million including interest and costs on a claim of approximately $140 million (adjusted down from $253 million). The amounts are reflected in the Company’s financial results for the fourth quarter of 2012.

The Company has sought, with limited success, financing from a number of sources to try to find a means for all its clients to find liquidity from their ARS holdings and will continue to do so. There can be no assurance that the Company will be successful in finding a liquidity solution for all its clients’ ARS.

Accounting—The Company accrues for estimated loss contingencies related to legal and regulatory matters when available information indicates that it is probable a liability had been incurred at the date of the consolidated financial statements and the Company can reasonably estimate the amount of that loss. Based on information currently available and advice of counsel, the Company believes that the eventual outcome of the actions against the Company will not individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial statements. However, the ultimate resolution of these legal and regulatory matters may differ materially from these accrued estimated amounts and, accordingly, an adverse result or multiple adverse results in arbitrations and litigations currently filed or to be filed against the Company could, and in the case of certain arbitrations or litigations relating to auction rate securities would, have a material adverse effect on the Company’s results of operations and financial condition, including its cash position. The materiality of these matters to the Company’s future operating results depends on the level of future results of operations as well as the timing and ultimate outcome of such legal matters.

In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss. In addition, even where loss is possible or an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is often not possible to reasonably estimate the size of the possible loss or range of loss or additional losses or range of additional losses.

For certain legal and regulatory proceedings, the Company can estimate possible losses, or, ranges of loss in excess of amounts accrued, but does not believe, based on current knowledge and after consultation with counsel, that such losses individually or in the aggregate, will have a material adverse effect on the Company’s consolidated financial statements as a whole. Notwithstanding the foregoing, an adverse result or multiple adverse results in arbitrations and litigations currently filed or to be filed against the Company could, and in the case of certain arbitrations or litigations relating to auction rate securities would, have a material adverse effect on the Company’s results of operations and financial condition, including its cash position.

For certain other legal and regulatory proceedings, the Company cannot reasonably estimate such losses, particularly for proceedings that are in their early stages of development or where plaintiffs seek substantial, indeterminate or special damages. Numerous issues may need to be reviewed, analyzed or resolved, including through potentially lengthy discovery and determination of important factual matters, and by addressing novel or unsettled legal questions relevant to the proceedings in question, before a loss or additional loss or range of loss or additional loss can be reasonably estimated for any proceeding. Even after lengthy review and analysis, the Company, in many legal and regulatory proceedings, may not be able to reasonably estimate possible losses or range of losses.

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Subsequent events

12 Months Ended

Dec. 31, 2012

Subsequent events

18. Subsequent events

On January 24, 2013, the Company announced a cash dividend of $0.11 per share (totaling $1.5 million) payable on February 22, 2013 to Class A and Class B Stockholders of record on February 8, 2013.

On January 31, 2013, a FINRA arbitration panel rendered a decision in the previously disclosed U.S. Airways case, filed in February 2009, resulting in an award against the Company’s subsidiary, Oppenheimer, in the amount of $30 million including interest and costs on a claim of approximately $140 million (adjusted down from $253 million). This has been reflected in the financial results for the year ended December 31, 2012.

The Company, the ultimate parent of Oppenheimer, has contributed capital into Oppenheimer, the broker-dealer, in an amount equal to the net after tax effect of the award. Accordingly, the regulatory capital of Oppenheimer will not change as a result of the award.

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Supplemental Guarantor Consolidated Financial Statements - Condensed Consolidating Balance Sheet (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Condensed Financial Statements, Captions [Line Items]
Allowance for credit losses	$ 2,256	$ 2,548
Amounts pledged	$ 569,995	$ 653,651

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Financial instruments - Quantitative Information about Level 3 Fair Value Measurements (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Securities purchases against purchase offers and legal settlement and proprietary position	$ 77.1
Auction Rate Securities [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Commitment to purchase ARS from clients through 2016	$ 38.3

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Quarterly Information (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Quarterly Information

Expressed in thousands of dollars, except per share amounts.

	Fiscal Quarters
Year ended December 31, 2012	Fourth			Third		Second			First			Year
Revenue	$	249,415		$	231,838	$	233,145		$	238,214		$	952,612
Profit before income taxes	$	(7,135	)	$	5,258	$	7,839		$	(6,489	)	$	(527	)
Net profit (loss) attributable to Oppenheimer Holdings Inc.	$	(3,700	)	$	2,322	$	2,422		$	(4,657	)	$	(3,613	)
Earnings (loss) per share:
Basic	$	(0.27	)	$	0.17	$	0.18		$	(0.34	)	$	(0.27	)
Diluted	$	(0.27	)	$	0.16	$	0.17		$	(0.34	)	$	(0.27	)
Dividends per share	$	0.11		$	0.11	$	0.11		$	0.11		$	0.44
Market price of Class A Stock (1):
High	$	17.42		$	18.00	$	18.71		$	19.69		$	19.69
Low	$	14.63		$	13.24	$	13.21		$	15.67		$	13.21
	Fiscal Quarters
Year ended December 31, 2011	Fourth			Third		Second			First			Year
Revenue	$	229,438		$	231,619	$	244,518		$	253,417		$	958,992
Profit before income taxes	$	2,051		$	4,264	$	1,704		$	9,829		$	17,848
Net profit (loss) attributable to Oppenheimer Holdings Inc.	$	3,433		$	2,106	$	(309	)	$	5,086		$	10,316
Earnings (loss) per share:
Basic	$	0.25		$	0.15	$	(0.02	)	$	0.38		$	0.76
Diluted	$	0.25		$	0.15	$	(0.02	)	$	0.36		$	0.74
Dividends per share	$	0.11		$	0.11	$	0.11		$	0.11		$	0.44
Market price of Class A Stock (1):
High	$	19.45		$	28.98	$	34.87		$	33.93		$	34.87
Low	$	12.47		$	15.47	$	25.00		$	24.63		$	12.47

⁽¹⁾  The price quotations above were obtained from the New York Stock Exchange web site.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net profit (loss) for the year	$ (851)	$ 12,617	$ 40,780
Other comprehensive income (loss):
Currency translation adjustment	415	(1,737)	1,597
Change in cash flow hedges, net of tax		1,322	(847)
Comprehensive income (loss) for the year	$ (436)	$ 12,202	$ 41,530

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Segment Information - Reported Revenue and Profit Before Income Taxes (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Revenue
Total Revenue	$ 952,612	$ 958,992	$ 1,036,273
Profit (loss) before income taxes
Total, profit before income taxes	(527)	17,848	67,991
Asset Management [Member]
Revenue
Total Revenue	92,941	73,963	72,780
Profit (loss) before income taxes
Total, profit before income taxes	25,793	15,392	20,171
Private Client [Member]
Revenue
Total Revenue	547,583	538,441	572,590
Profit (loss) before income taxes
Total, profit before income taxes	25,014	18,196	27,953
Capital Markets [Member]
Revenue
Total Revenue	312,088	346,588	390,903
Profit (loss) before income taxes
Total, profit before income taxes	$ (51,334)	$ (15,740)	$ 19,867

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Cash and Securities Segregated For Regulatory and Other Purposes

12 Months Ended

Dec. 31, 2012

Cash and Securities Segregated For Regulatory and Other Purposes

2. Cash and Securities Segregated For Regulatory and Other Purposes

Deposits of $32.0 million were held at year-end in special reserve bank accounts for the exclusive benefit of customers in accordance with regulatory requirements at December 31, 2012 ($30.1 million at December 31, 2011). To the extent permitted, these deposits are invested in interest bearing accounts collateralized by qualified securities.

OMHHF had client funds held in escrow totaling $242.7 million at December 31, 2012 ($166.7 million at December 31, 2011) which are not required to be and, accordingly, are not carried on the Company’s consolidated balance sheet.

Oppenheimer Trust had a deposit of $100,000 with the State of Ohio at December 31, 2012.

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Financial instruments - Variable Interest Entities (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Variable Interest Entity [Line Items]
Total VIE Assets	$ 2,039,347	$ 1,810,783
Carrying Value of Variable Interest Assets	404	420
Carrying Value of Variable Interest Liabilities
Capital Commitments	8	13
Maximum Exposure to Loss in Non- consolidated VIEs	412	433
Hedge Funds [Member]
Variable Interest Entity [Line Items]
Total VIE Assets	1,868,178	1,668,508
Carrying Value of Variable Interest Assets	372	393
Carrying Value of Variable Interest Liabilities
Capital Commitments
Maximum Exposure to Loss in Non- consolidated VIEs	372	393
Private Equity Funds [Member]
Variable Interest Entity [Line Items]
Total VIE Assets	171,169	142,275
Carrying Value of Variable Interest Assets	32	27
Carrying Value of Variable Interest Liabilities
Capital Commitments	8	13
Maximum Exposure to Loss in Non- consolidated VIEs	$ 40	$ 40

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Employee Compensation Plans - Summarizes of Company's Non-Vested ESP Awards (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares, Non-vested beginning of year	760,902
Granted, Number of shares	174,818
Vested, Number of shares	(57,652)
Forfeited or expired, Number of shares	(28,000)
Number of shares, Non-vested end of year	850,068
Weighted average fair value, Non-vested beginning of year	$ 20.94
Weighted average fair value, Granted	$ 15.64
Weighted average fair value, Vested	$ 21.60
Weighted average fair value, Forfeited or expired	$ 24.08
Weighted average fair value, Non-vested end of year	$ 19.38
Remaining contractual life, Non-vested beginning of year	2 years 9 months 18 days
Remaining contractual life, Granted	3 years 8 months 12 days
Remaining contractual life, Vested
Remaining contractual life, Forfeited or expired
Remaining contractual life, Non-vested end of year	2 years 3 months 18 days

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Contributed Capital (Detail)	12 Months Ended
	Dec. 31, 2012
Class of Warrant or Right [Line Items]
Warrants issued	2008
Warrants expire date	2013-04-13

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Quarterly Information

12 Months Ended

Dec. 31, 2012

Quarterly Information

19. Quarterly Information (unaudited)

Expressed in thousands of dollars, except per share amounts.

	Fiscal Quarters
Year ended December 31, 2012	Fourth			Third		Second			First			Year
Revenue	$	249,415		$	231,838	$	233,145		$	238,214		$	952,612
Profit before income taxes	$	(7,135	)	$	5,258	$	7,839		$	(6,489	)	$	(527	)
Net profit (loss) attributable to Oppenheimer Holdings Inc.	$	(3,700	)	$	2,322	$	2,422		$	(4,657	)	$	(3,613	)
Earnings (loss) per share:
Basic	$	(0.27	)	$	0.17	$	0.18		$	(0.34	)	$	(0.27	)
Diluted	$	(0.27	)	$	0.16	$	0.17		$	(0.34	)	$	(0.27	)
Dividends per share	$	0.11		$	0.11	$	0.11		$	0.11		$	0.44
Market price of Class A Stock (1):
High	$	17.42		$	18.00	$	18.71		$	19.69		$	19.69
Low	$	14.63		$	13.24	$	13.21		$	15.67		$	13.21
	Fiscal Quarters
Year ended December 31, 2011	Fourth			Third		Second			First			Year
Revenue	$	229,438		$	231,619	$	244,518		$	253,417		$	958,992
Profit before income taxes	$	2,051		$	4,264	$	1,704		$	9,829		$	17,848
Net profit (loss) attributable to Oppenheimer Holdings Inc.	$	3,433		$	2,106	$	(309	)	$	5,086		$	10,316
Earnings (loss) per share:
Basic	$	0.25		$	0.15	$	(0.02	)	$	0.38		$	0.76
Diluted	$	0.25		$	0.15	$	(0.02	)	$	0.36		$	0.74
Dividends per share	$	0.11		$	0.11	$	0.11		$	0.11		$	0.44
Market price of Class A Stock (1):
High	$	19.45		$	28.98	$	34.87		$	33.93		$	34.87
Low	$	12.47		$	15.47	$	25.00		$	24.63		$	12.47

⁽¹⁾  The price quotations above were obtained from the New York Stock Exchange web site.

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Income Taxes - Schedule of Significant Components of Deferred Tax Assets and Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Deferred tax assets:
Employee deferred compensation plans	$ 22,819	$ 17,280
Reserve for litigation and legal fees	17,019	5,469
Book versus tax depreciation differences	5,931	3,675
Involuntary conversion	1,686	1,534
Allowance for doubtful accounts	941	1,044
Other	18,973	16,317
Total deferred tax assets	67,369	45,319
Deferred tax liabilities:
Goodwill amortization (Section 197)	39,391	34,915
Change in accounting method		8,075
Partnership investments	6,273	7,020
Capital markets acquisition (2008)		4,801
Mortgage Servicing Rights	6,679	3,387
Other	2,559	1,247
Total deferred tax liabilities	54,902	59,445
Deferred tax asset/(liabilities), net	16,340	(10,302)
U.S. [Member]
Deferred tax liabilities:
Deferred tax asset/(liabilities), net	12,467	(14,126)
Non U.S. [Member]
Deferred tax liabilities:
Deferred tax asset/(liabilities), net	$ 3,873	$ 3,824

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Employee Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Fair Value of Awarded Stock Option Estimated on Grant Date Using Black-Scholes Option- Pricing Model

The fair value of each award of stock options was estimated on the grant date using the Black-Scholes option- pricing model with the following assumptions:

	Grant date assumptions
	2012			2011			2010			2009			2008			2007
Expected term (1)		5 years			5 years			4.5 years			5 years			2.4 years			5 years
Expected volatility factor (2)		54.95	%		52.52	%		48.58	%		39.17	%		36.41	%		39.67	%
Risk-free interest rate (3)		0.70	%		2.00	%		2.62	%		3.32	%		2.13	%		4.54	%
Actual dividends (4)	$	0.44		$	0.44		$	0.44		$	0.44		$	0.44		$	0.40

(1) The expected term was determined based on actual awards.

(2) The volatility factor was measured using the weighted average of historical daily price changes of the Company’s Class A Stock over a historical period commensurate to the expected term of the awards.

(3) The risk-free interest rate was based on periods equal to the expected term of the awards based on the U.S. Treasury yield curve in effect at the time of grant.

(4) Actual dividends were used to compute the expected annual dividend yield.

Schedule of Stock Option Activity

Stock option activity under the EIP since January 1, 2011 is summarized as follows:

	Year ended December 31, 2012					Year ended December 31, 2011
	Number of shares			Weighted average exercise price		Number of shares			Weighted average exercise price
Options outstanding, beginning of year		164,193		$	29.04		284,976		$	34.39
Options granted		1,590		$	19.31		37,333		$	26.18
Options exercised		—			—		(13,532	)	$	24.88
Options forfeited or expired		(78,980	)	$	35.09		(144,584	)	$	39.24
Options outstanding, end of year		86,803		$	23.35		164,193		$	29.04
Options vested, end of year		36,023		$	22.59		87,279		$	32.86
Weighted average fair value of options granted during the year	$	7.67				$	10.89

Summarizes Stock Options Outstanding and Exercisable

The following table summarizes stock options outstanding and exercisable as at December 31, 2012:

Range of exercise prices	Number outstanding		Weighted average remaining contractual life		Weighted average exercise price of outstanding options		Number exercisable (vested)		Weighted average exercise price of vested options
$9.60 - $25.00		31,454		1.44 years	$	13.76		16,757	$	12.91
$25.01 - $39.45		55,349		2.57 years	$	28.81		19,266	$	31.01
$9.60 - $39.45		86,803		2.16 years	$	23.35		36,023	$	22.59

Summarizes of Company's Non-Vested Options

The following table summarizes the status of the Company’s non-vested options for the year ended December 31, 2012:

	Year ended December 31, 2012
	Number of Options			Weighted average fair value
Non-vested beginning of year		76,914		$	8.88
Granted		1,590		$	7.67
Vested		(27,724	)	$	9.03
Forfeited or expired		—		$	—
Non-vested end of year		50,780		$	9.49

Summarizes of Company's Non-Vested ESP Awards

The following table summarizes the status of the Company’s non-vested ESP awards for the year ended December 31, 2012:

	Number of shares of Class A Stock subject to ESP awards			Weighted average fair value		Remaining contractual life
Non-vested beginning of year		760,902		$	20.94		2.8 years
Granted		174,818		$	15.64		3.7 years
Vested		(57,652	)	$	21.60		—
Forfeited or expired		(28,000	)	$	24.08		—
Non-vested end of year		850,068		$	19.38		2.3 years

Stock Appreciation Rights

The fair value of each OARs award was estimated as at December 31, 2012 using the Black-Scholes option-pricing model.

Grant date	Number of OARs outstanding		Strike price		Remaining contractual life			Fair value as at December 31, 2012
January 10, 2008		383,645	$	37.78		9 days		$	—
January 12, 2009		358,930	$	12.74		1 year		$	5.83
January 19. 2010		292,560	$	30.68		2 years		$	1.65
January 13, 2011		392,630	$	26.35		3 years		$	2.12
January 19, 2012		428,230	$	18.94		4 years		$	5.74
		1,855,995
Total weighted average values			$	25.05		2.1 year	s	$	3.16

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Employee Compensation Plans

12 Months Ended

Dec. 31, 2012

Employee Compensation Plans

12. Employee Compensation Plans

Share-based Compensation

The Company has share-based compensation plans which are accounted for at fair value in accordance with the applicable accounting guidance. The Company estimates the fair value of share-based awards using the Black-Scholes option-pricing model and applies to it a forfeiture rate based on historical experience. The accuracy of this forfeiture rate is reviewed at least annually for reasonableness. Key input assumptions used to estimate the fair value of share-based awards include the expected term and the expected volatility of the Company’s Class A Stock over the term of the award, the risk-free interest rate over the expected term, and the Company’s expected annual dividend yield. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating fair values of the Company’s outstanding unvested share-based awards. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive share-based awards.

The fair value of each award of stock options was estimated on the grant date using the Black-Scholes option- pricing model with the following assumptions:

	Grant date assumptions
	2012			2011			2010			2009			2008			2007
Expected term (1)		5 years			5 years			4.5 years			5 years			2.4 years			5 years
Expected volatility factor (2)		54.95	%		52.52	%		48.58	%		39.17	%		36.41	%		39.67	%
Risk-free interest rate (3)		0.70	%		2.00	%		2.62	%		3.32	%		2.13	%		4.54	%
Actual dividends (4)	$	0.44		$	0.44		$	0.44		$	0.44		$	0.44		$	0.40

(1) The expected term was determined based on actual awards.

(2) The volatility factor was measured using the weighted average of historical daily price changes of the Company’s Class A Stock over a historical period commensurate to the expected term of the awards.

(3) The risk-free interest rate was based on periods equal to the expected term of the awards based on the U.S. Treasury yield curve in effect at the time of grant.

(4) Actual dividends were used to compute the expected annual dividend yield.

Equity Incentive Plan

Under the Company’s 2006 Equity Incentive Plan, adopted December 11, 2006 and amended December 2011 and its 1996 Equity Incentive Plan, as amended March 10, 2005 (together “EIP”), the Compensation Committee of the Board of Directors of the Company may grant options to purchase Class A Stock, Class A Stock awards and restricted Class A Stock awards to officers and key employees of the Company and its subsidiaries. Grants of options were made to the Company’s non-employee directors on a formula basis through 2012. Except in 2008, options are generally granted for a five-year term and generally vest at the rate of 25% of the amount granted on the second anniversary of the grant, 25% on the third anniversary of the grant, 25% on the fourth anniversary of the grant and 25% six months before expiration. In 2008, options were generally granted for a three year term and generally vested at the rate of 33% of the amount granted on both the first and second anniversary of the grant and 33% three months before expiration.

Stock option activity under the EIP since January 1, 2011 is summarized as follows:

	Year ended December 31, 2012					Year ended December 31, 2011
	Number of shares			Weighted average exercise price		Number of shares			Weighted average exercise price
Options outstanding, beginning of year		164,193		$	29.04		284,976		$	34.39
Options granted		1,590		$	19.31		37,333		$	26.18
Options exercised		—			—		(13,532	)	$	24.88
Options forfeited or expired		(78,980	)	$	35.09		(144,584	)	$	39.24
Options outstanding, end of year		86,803		$	23.35		164,193		$	29.04
Options vested, end of year		36,023		$	22.59		87,279		$	32.86
Weighted average fair value of options granted during the year	$	7.67				$	10.89

The aggregate intrinsic value of options outstanding as of December 31, 2012 was $134,600. The aggregate intrinsic value of vested options as of December 31, 2012 was $78,300. The aggregate intrinsic value of options that are expected to vest is $131,900 as of December 31, 2012.

The following table summarizes stock options outstanding and exercisable as at December 31, 2012:

Range of exercise prices	Number outstanding		Weighted average remaining contractual life		Weighted average exercise price of outstanding options		Number exercisable (vested)		Weighted average exercise price of vested options
$9.60 - $25.00		31,454		1.44 years	$	13.76		16,757	$	12.91
$25.01 - $39.45		55,349		2.57 years	$	28.81		19,266	$	31.01
$9.60 - $39.45		86,803		2.16 years	$	23.35		36,023	$	22.59

The following table summarizes the status of the Company’s non-vested options for the year ended December 31, 2012:

	Year ended December 31, 2012
	Number of Options			Weighted average fair value
Non-vested beginning of year		76,914		$	8.88
Granted		1,590		$	7.67
Vested		(27,724	)	$	9.03
Forfeited or expired		—		$	—
Non-vested end of year		50,780		$	9.49

In the year ended December 31, 2012, the Company has included approximately $164,200 ($322,500 in 2011 and $554,000 in 2010) of compensation expense in its consolidated statement of operations relating to the expensing of stock options.

As of December 31, 2012, there was approximately $319,400 of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the EIP. The cost is expected to be recognized over a weighted average period of 2.16 years.

Employee Share Plan

On March 10, 2005, the Company approved the Oppenheimer & Co. Inc. Employee Share Plan (“ESP”) for employees of the Company and its subsidiaries resident in the U.S. to attract, retain and provide incentives to key management employees. The Compensation Committee of the Board of Directors of the Company may grant stock awards and restricted stock awards pursuant to the ESP. ESP awards are being accounted for as equity awards and valued at grant date fair value. ESP awards are generally awarded for a three or five year term and 100% vest at the end of the term.

The Company has awarded restricted Class A Stock to certain employees as part of their compensation package pursuant to the ESP. These awards are granted from time to time throughout the year based upon the recommendation of the Compensation Committee of the Board of Directors of the Company. These ESP awards are priced at fair value on the date of grant and typically require the completion of a service period (determined by the Compensation Committee). Dividends may or may not accrue during the service period, depending on the terms of individual ESP awards.

The following table summarizes the status of the Company’s non-vested ESP awards for the year ended December 31, 2012:

	Number of shares of Class A Stock subject to ESP awards			Weighted average fair value		Remaining contractual life
Non-vested beginning of year		760,902		$	20.94		2.8 years
Granted		174,818		$	15.64		3.7 years
Vested		(57,652	)	$	21.60		—
Forfeited or expired		(28,000	)	$	24.08		—
Non-vested end of year		850,068		$	19.38		2.3 years

At December 31, 2012, all outstanding ESP awards were non-vested. The aggregate intrinsic value of ESP awards outstanding as of December 31, 2012 was approximately $14.7 million. The aggregate intrinsic value of ESP awards that are expected to vest is $14.0 million as of December 31, 2012. In the year ended December 31, 2012, the Company included approximately $3.4 million (3.7 million in 2011 and $7.1 million in 2010) of compensation expense in its consolidated statements of operations relating to ESP awards.

As of December 31, 2012, there was approximately $7.8 million of total unrecognized compensation cost related to unvested ESP awards. The cost is expected to be recognized over a weighted average period of 2.3 years.

At December 31, 2012, the number of shares of Class A Stock available under the EIP and the ESP, but not yet awarded, was 319,587.

On January 2, 2013, the Company awarded 13,250 restricted shares of Class A Stock to its independent directors under the ESP. These shares of Class A Stock will vest as follows: 25% on July 1, 2013 , 2014, 2015 and 2016.

On January 23, 2013, the Company awarded 105,470 restricted shares of Class A Stock to an executive officer of the Company pursuant to the ESP. This award cliff vests on January 22, 2016 and will be expensed over 3 years.

On February 25, 2013, the Company awarded a total of 387,750 restricted shares of Class A Stock to current employees pursuant to the ESP. Of these restricted shares, 201,500 shares will cliff vest in three years and 186,250 shares will cliff vest in five years. These awards will be expensed over the applicable three or five year vesting period.

On January 24, 2013, the Company awarded a total of 951 options to purchase Class A Stock to current employees pursuant to the EIP. These options will be expensed over 4.5 years (the vesting period).

Stock Appreciation Rights

The Company has awarded Oppenheimer stock appreciation rights (“OARs”) to certain employees as part of their compensation package based on a formula reflecting gross production and length of service. These awards are granted once per year in January with respect to the prior year’s production. The OARs vest five years from grant date and will be settled in cash at vesting. The OARs are being accounted for as liability awards and are revalued on a monthly basis. The adjusted liability is being amortized on a straight-line basis over the vesting period.

The fair value of each OARs award was estimated as at December 31, 2012 using the Black-Scholes option-pricing model.

Grant date	Number of OARs outstanding		Strike price		Remaining contractual life			Fair value as at December 31, 2012
January 10, 2008		383,645	$	37.78		9 days		$	—
January 12, 2009		358,930	$	12.74		1 year		$	5.83
January 19. 2010		292,560	$	30.68		2 years		$	1.65
January 13, 2011		392,630	$	26.35		3 years		$	2.12
January 19, 2012		428,230	$	18.94		4 years		$	5.74
		1,855,995
Total weighted average values			$	25.05		2.1 year	s	$	3.16

At December 31, 2012, all outstanding OARs were unvested. At December 31, 2012, the aggregate intrinsic value of OARs outstanding and expected to vest was $1.6 million. In the year ended December 31, 2012, the Company included approximately $590,000 (net credit of $2.9 million in 2011 and $3.4 million in 2010) in compensation expense in its consolidated statement of operations relating to OARs awards. The liability related to the OARs was approximately $2.6 million as of December 31, 2012.

As of December 31, 2012, there was approximately $2.7 million of total unrecognized compensation cost related to unvested OARs. The cost is expected to be recognized over a weighted average period of 2.1 years.

On January 14, 2013, 474,130 OARs were awarded to Oppenheimer employees related to fiscal 2012 performance. These OARs will be expensed over 5 years (the vesting period).

Defined Contribution Plan

The Company, through its subsidiaries, maintains a defined contribution plan covering substantially all full-time U.S. employees. The Oppenheimer & Co. Inc. 401(k) Plan provides that Oppenheimer may make discretionary contributions. Eligible Oppenheimer employees may make voluntary contributions which may not exceed $17,000, $16,500 and $16,500 per annum in 2012, 2011 and 2010, respectively. The Company made contributions to the 401(k) Plan of $1.1 million, $1.9 million, and $3.5 million in 2012, 2011 and 2010, respectively.

Deferred Compensation Plans

The Company maintains an Executive Deferred Compensation Plan (“EDCP”) and a Deferred Incentive Plan (“DIP”) in order to offer certain qualified high-performing financial advisers a bonus based upon a formula reflecting years of service, production, net commissions and a valuation of their clients’ assets. The bonus amounts resulted in deferrals in fiscal 2012 of approximately $8.1 million ($6.8 million in 2011 and $7.0 million in 2010). These deferrals normally vest after five years. The liability is being recognized on a straight-line basis over the vesting period. The EDCP also includes voluntary deferrals by senior executives that are not subject to vesting. The Company maintains a Company-owned life insurance policy, which is designed to offset approximately 60% of the EDCP liability. The EDCP liability is being tracked against the value of a phantom investment portfolio held for this purpose. At December 31, 2012, the Company’s liability with respect to the EDCP and DIP totaled $41.6 million and is included in accrued compensation on the consolidated balance sheet at December 31, 2012.

In addition, the Company is maintaining a deferred compensation plan on behalf of certain employees who were formerly employed by CIBC World Markets. The liability is being tracked against the value of an investment portfolio held by the Company for this purpose and, therefore, the liability fluctuates with the fair value of the underlying portfolio. At December 31, 2012, the Company’s liability with respect to this plan totaled $14.0 million.

The total amount expensed in 2012 for the Company’s deferred compensation plans was $12.1 million ($5.5 million in 2011 and $11.0 million in 2010).